డైరెక్టర్ల నివేదిక The Indian Wood Products Company Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 105th Annual Report on the business and results of operations of
The Indian Wood Products Co. Ltd (‘IWP’ or ‘the Company’), together with Audited Financial Statements (Standalone
and Consolidated) for the FY2025.

This Board’s Report is prepared in compliance with the provisions of the Companies Act, 2013, (“the Act”) and the
Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2025, are
summarized as under: (Rs in Lakhs)

Particulars	Standalone		Consolidated
	FY2025	FY2024	FY2025	FY2024
Revenue From Operations	22635.94	19241.53	22635.94	19241.53
Profit Before Tax (PBT)	506.41	325.90	667.77	432.71
Tax Expenses	138.62	66.89	138.62	66.89
Profit After Tax (PAT)	367.79	259.01	529.15	365.82
Earnings Per Share	0.57	0.40	0.83	0.57
Equity Share Capital	1279.75	1279.75	1279.75	1279.75
Other Equity / Reserves and Surplus	34591.90	34303.68	34679.57	34245.77

In FY 2025, your Company has once again delivered its
commitment to strong execution and disciplined growth.
Our unwavering focus on operational excellence has
enabled us to achieve good financial results, justifying
our position as a leader in the Katha Industries in India.
Our EBITDA for the year reflects steady progress, driven
by operational efficiencies and focus on higher-margin.
Most notably, we built a milestone that underscores our
financial discipline and operational strength.

• FINANCIAL PERFORMANCE - STANDALONE

The Company achieved total revenue from operations of
Rs. 22635.94 lakhs for the year ended 31 March 2025
as against Rs. 19241.53 lakhs for the year ended 31
March 2024 representing an increase of 19.64% due to
increase in volume, average realization and change in
product mix. The Profit Before Tax (PBT) for the year,
was Rs. 506.41 Lakhs as compared to Rs. 325.90 lakhs

for the previous year due to better average realization
and operational efficiencies. During the financial year
2024-25, the Company earned a Profit After Tax of Rs
367.79 lakhs as compared to Rs. 259.01 lakhs in the
previous year.

• FINANCIAL PERFORMANCE - CONSOLIDATED

Our Company has one (1) overseas joint venture namely
M/s. Agro and Spice Trading Pte Limited, Singapore, as
on 31 March 2025, whose accounts were consolidated
with the financials of the Company after the PBT level in
accordance with the IndAS.

The consolidated financial statements of the Company
for the financial year ended 31 March 2025, have been
prepared in accordance with the Indian Accounting
Standards (IND AS) 110 - “Consolidated Financial
Statements” as notified by Ministry of Corporate Affairs
and as per the general instructions for preparation of

consolidated financial statements given in Schedule
III and other applicable provisions of the Act, and in
compliance with the SEBI Listing Regulations.

The Profit Before Tax (PBT) for the year under review
was Rs. 667.77 lakhs as compared to Rs. 432.71 lakhs
for the previous year on account of increase in volume,
average realization and operational efficiencies. During
the financial year 2024-25, the Company earned a profit
after tax of Rs. 529.15 lakhs as compared to Rs. 365.82
lakhs in the previous year.

The Audited Consolidated Financial Statements along
with the Auditor’s Report thereon forms part of the
Annual Report

2. DIVIDEND

The Board has recommended a dividend of Re. 0.15 per
equity share having face value of Rs. 2 each (i.e. @ 7.5%
per equity share of face value Rs. 2 each) for the financial
year ended 31 March 2025 (Dividend for financial year
2023-24 @ Re. 0.10 per equity share of Rs. 2 each) out
of its’ current profits, subject to the approval of Members
at the ensuing Annual General Meeting (hereinafter
referred to as ‘AGM’) of the Company. The Dividend
payout during the financial year ended 31 March 2025
was Rs 95.96 Lakhs (previous year: Rs 63.97 Lakhs).

The dividend, as recommended by the Board, if approved
at the ensuing AGM, will be paid to those Members,
whose name appears on the Register of Members as on
the Record Date i.e. September 05, 2025. If approved,
the dividend shall be paid within 30 days from the date
of declaration as per the relevant provisions of the
Companies Act, 2013 (hereinafter referred to as ‘Act’).

Pursuant to the provisions of the Income-tax Act, 1961,
the dividend paid or distributed by a Company shall be
taxable in the hands of the shareholders. Accordingly, in
compliance with the said provisions, your Company shall
make the payment of the dividend after the necessary
deduction of tax at source at the prescribed rates,
wherever applicable. For the prescribed rates for various
categories, the shareholders are requested to refer to
the Income Tax Act, 1961 and amendments thereof.

3. SHARE CAPITAL

There is no change in the Share Capital of the Company
during FY 2024-25. The paid-up Share Capital of the
Company as on 31 March 2025 comprises 6,39,72,720
Equity shares of Rs.2/- each. During the year under
review, the Company has not issued any shares.

4. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose
to transfer any amount to general reserve and has
decided to retain the entire amount of profit for FY 2024¬
25 in the profit and loss account.

5. REVIEW OF OPERATIONS AND STATE OF
AFFAIRS

The Board of Directors of your Company is pleased
to inform that the Company has closed FY 2024-25
recording another year of robust operational & Financial
growth. During the year under review the company
has achieved a sales volume of 3983.240 MT Katha as
against 3337.004 MT Katha in FY 2023-24 representing
an increase of 19.37%. The Company’s EBIDTA stood
at Rs. 1631.01 Lakhs in FY 2024-25 as compared to
Rs. 1489.20 Lakhs in previous year and the net profit
stood at Rs. 367.79 Lakhs in FY 2024-25 as against Rs.
259.01 Lakhs in the previous fiscal.

The management is focused on achieving desired results
coupled with sustained production levels. The trend is
likely to continue and we are hopeful to have a better
operational and financial performance in FY2025-26.

Our Company is committed to a clean environment and,
thus, always thrives to ensure the best measures are
implemented to ensure environmental safety. The best
of environment, safety and pollution control measures
are implemented across all our manufacturing units and
the measures adopted are adequate. The management
continuously reviews the measures adopted and their
efficiency to ensure environmental safety.

The operational performance and results are provided in
the “Management Discussion and Analysis Report” as a
separate section in this Annual Report.

6. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

During the year, the Company had received a revised
order from the Income Tax Department under section
154/147 of the Income Tax Act, for the Assessment
Year 2018-19. Wherein the Income Tax department has
reduced the tax demand from Rs. 17,17,49,287/- to Rs.
10,17,17,149/-. The reduction in the demand was due
to error in the computation of interest U/s 234B, which
resulted in an excess levy of interest in the previous
order. The appeal against the said order is still pending

before the Commissioner of Income Tax (Appeals).

For further details on Direct/Indirect Tax Cases, please
refer to Note No. 52 to the notes to the account.

Except above, there are no significant/ material orders
passed by the Regulators / Courts / Tribunals which
would impact the going concern status of the Company
and its future operations. During the year under review,
no Corporate Insolvency Resolution application was
made, or proceeding was initiated, by/against the
Company under the provisions of the Insolvency and
Bankruptcy Code, 2016 (as amended). Further, no
application / proceeding by / against the Company under
the provisions of the Insolvency and Bankruptcy Code,
2016 (as amended) is pending as on 31 March 2025.

7. ALTERATION OF MEMORANDUM AND
ARTICLES OF ASSOCIATION

During FY 2024-25, the Company had not altered
any of its clauses in the Memorandum and Article of
Association.

8. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THIS REPORT

There were no material changes and commitments
that occurred after the close of the year till the date of
this Report, which affected the financial position of the
Company.

During the year under review, there was no fundamental
change in the nature of the business of the Company.

9. HOLDING, SUBSIDIARIES, ASSOCIATES &
JOINT VENTURE

Your Company has no holding, subsidiary or associates’
company as on 31 March 2025.

The Company has one (1) overseas joint venture namely
M/s. Agro and Spice Trading Pte Limited, Singapore, as
on 31 March 2025, which is engaged in the business of
trading of spices. PT Sumatra Resources International
& Pt. Thea Universal Trade are subsidiaries of the said
joint venture M/s. Agro and Spice Trading Pte Limited.
PT Sumatra Resources International is engaged in the
business of manufacturing Catechins from Gambier with
the use of innovative technology.

A statement containing the salient features of the
financial statement of the joint venture Company in

the prescribed format AOC-1 is annexed herewith as
“Annexure - 1”.

Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, the standalone and Consolidated
financial statements of the Company, along with
relevant documents and separate audited accounts
in respect of the joint venture, are available on the
website of the Company at https://www.iwpkatha.com/
financial_performance.html. These documents will also
be available for inspection till the date of the AGM during
business hours at the Registered Office of the Company.

10. INDIAN ACCOUNTING STANDARD (IndAS)

Pursuant to the Companies (Indian Accounting
Standard) Rules 2015, the Company’s Audited Financial
Statements for FY 2024-25 are Indian Accounting
Standard (INDAS) compliant.

11. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has an adequate Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Internal Audit of the Company for the
financial year 2024-25 was carried out by M/s. P Suman
& Co., Chartered Accountants, Internal Auditors for
all divisions and units of the Company. To maintain its
objectivity and independence, the Internal Auditor reports
to the Chairman of the Audit Committee of the Board.
The Audit Committee regularly interacts with the Internal
Auditors, the Statutory Auditors and Senior Executives of
the Company responsible for financial management and
other affairs. The representative of Statutory Auditors
and the Internal Auditors are permanent invitees to the
Audit Committee meetings. The measures as suggested
by the Audit Committee are implemented as per the
direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority
and responsibilities within which they perform their
duty;

b) All the Banking transactions are under joint authority
and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter
require fresh prior approval.

The Audit Committee regularly observes that proper
internal financial controls are in place, including with

reference to financial statements. During the year, such
controls were reviewed, and no reportable material
weakness was observed.

12. LISTING STATUS

The Company’s equity shares are listed on BSE Limited
under Script Code 540954 and ISIN No. INE586E01020.
The Company has paid the Annual Listing Fees for
FY2025-26.

13. FIXED DEPOSITS

During the financial year 2024-25, the Company has
not accepted nor renewed any deposits from the public
within the meaning of Section 73 and Section 74 of
the Act, therefore the disclosure pursuant to Rule 8 (5)
(v) & (vi) of Companies (Accounts) Rules, 2014, is not
applicable to the Company.

14. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

In accordance with Regulation 34(2)(e) of SEBI (LODR)
Regulation 2015, the “Management Discussion and
Analysis Report” section in this Annual Report forms an
integral part of this report.

15. REPORT ON CORPORATE GOVERNANCE

Your directors believe that corporate governance is an
ethically driven business process that is committed to
values aimed at enhancing the growth of your Company.
We are committed to achieve the highest standards
of ethics, transparency, corporate governance and
continue to comply with the code of conduct framed for
the Board and senior management under SEBI Listing
Regulations and have maintained high standards of
corporate governance based on the principle of effective
implementation of internal control measures, adherence
to the law and regulations and accountability at all levels
of the organization.

Your Company’s corporate governance practices are
driven by effective and strong Board oversight, timely
disclosures, transparent accounting policies and
high levels of integrity in decision making. In terms of
Regulation 34(3) of the SEBI (LODR) Regulation 2015,
the “Report on Corporate Governance” together with
a certificate from the Practicing Company Secretary
regarding compliance with the requirements of Corporate
Governance is included as a separate section in this
Annual Report and form an integral part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by
the Internal Auditors, Statutory Auditors, and Secretarial
Auditor, the reviews performed by the management,
with the concurrence of the Audit Committee, pursuant
to Section 134(3) read with Section 134(5) of the Act and
as per Schedule II Part C(A)(4)(a) of the SEBI Listing
Regulations, the Board states the following for the year
ended 31 March 2025:

i) in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to materials
departures;

ii) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year and
the Profit of the Company for that period;

iii) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

iv) That the Directors had prepared the annual accounts
on a going concern basis;

v) That the Directors had laid down internal financial
controls in the Company that are adequate and
were operating effectively; and

vi) The Directors have devised proper systems to
ensure Compliance with the provisions of all
applicable laws and that such systems are adequate
and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility
and the environment in which it operates. Over the
years, the Company aimed towards improving the
lives of the people. Acknowledging its responsibility
towards the society, your Board, in compliance with the
provisions of Section 135(1) of the Act and Rules made
thereunder has formulated the CSR Committee and
CSR Policy. Further, the CSR policy has been placed
on the website of the Company and can be accessed

through the following link: https// www.iwpkatha.com/
files/IWP_CSR_Policy.pdf.

The Company’s CSR policy covers activities in the
field of eradication of extreme hunger and poverty,
promotion of education, promotion of gender equality,
empowerment of women, improvement of mental health,
slum area development and rural development projects,
employment enhancing vocational skills, ensuring
environmental sustainability, animal welfare, sanitation
including contribution to Swachh Bharat Kosh set up
by the Central Government, contribution to the Prime
Ministers National Relief Fund or any other project set
up by the Central Government.

During the financial year 2023-24, the Company was
required to spend Rs. 0.76 Lakhs, the minimum amount
to be spent on CSR activity. The Company spent an
amount of Rs 40.50 Lakhs towards CSR in FY 2023-24
being Rs. 39.74 Lakhs in excess of the amount required
to be spent which was available for set off during FY
2024-25, thus, no amount was required to be spent in
FY 2024-25 after set-off of CSR carry forward amount.

However, the Company has spent during the financial
year 2024-25, an amount of Rs. 22.50 Lakhs towards
CSR, as against the amount require to be spent 2.59
lakhs. Accordingly Rs 19.91 lakhs in excess of the amount
required to be spent which will be available for set off in
subsequent years. There was no amount unspent for the
year ended 31 March 2025. The Company has Rs.59.65
Lakhs as carry forward CSR amount available for set off
in three succeeding financial years.

The Annual Report on CSR activities in terms of Rule
8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed herewith and marked as
Annexure VII forming part of this Report.

18. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of the Company contains an optimum
combination of Executive and Non-Executive Directors.
As on 31 March 2025, it comprises of 8 (Eight) Directors,
viz. 4 (Four) Non-Executive Independent Directors
including a Woman Director and 1 (One) Non-Executive
- Non-Independent Director and 3 (three) Executive
Directors. The position of the Chairman of the Board
and the Managing Director are held by same individual,
wherein the Chairman of the Board is an Executive

Director. The profile of all the Directors can be accessed
on the Company’s website at www.iwpkatha.com

None of the Directors of the Company have incurred
any disqualification under Section 164(1) & 164(2) of the
Act. Further, all the Directors have confirmed that they
are not debarred from accessing the capital market as
well as from holding the office of Director pursuant to
any order of Securities and Exchange Board of India or
Ministry of Corporate Affairs or any other such regulatory
authority.

The details of the Board composition and composition
of Committees are provided separately in the Corporate
Governance Report.

CHANGE IN BOARD COMPOSITION AND KEY
MANAGERIAL

Mr. Vinod Kumar Maheshwary (DIN 02659320)
Independent Director of the Company has resigned from
the Directorship of the Company with effect from close
of business hours on 30th May 2024. Mr. Vinod Kumar
Maheshwary informed the Board that his resignation
was purely on account of his old age and health issue.
He has also confirmed that there were no other material
reasons attributable / connected with the Company for
his resignation. The Board places on record appreciation
for the contribution made by Mr Vinod Kumar Maheswary
during his tenure as an Independent Director of the
Company.

Mr. Sanjay Kumar Maheswary (DIN: 00497335) has
ceased to be an Independent Director of the Company
upon completion of his second and final term as an
Independent Director and consequently ceased to be
a Director of the Company from conclusion of 104th
Annual General held on 10th September 2024. The
Board places on record its deep appreciation for the
contributions of Mr. Sanjay Kumar Maheswary during
his tenure as an Independent Director of the Company.
During the Financial Year 2024-25, Mr. Krishna Kumar
Mohta (Din 00702306), was reappointed as Whole
Time Director designated as Chairman and Managing
Director of the Company, not liable to retire by rotation
for a further period of 3 (three) consecutive years with
effect from 01st April 2024 to 31st March 2027 by means
of passing Special Resolutions of the members through
Postal Ballot on 25th March 2024.

During the Financial Year 2024-25, Mr. Bharat Mohta
(Din 00392090), was reappointed as Whole Time

Director designated as Chief Executive Officer of the
Company, liable to retire by rotation for a further period
of 3 (three) consecutive years with effect from 01st April
2024 to 31st March 2027 by means of passing Special
Resolutions of the members through Postal Ballot on
25th March 2024.

During the Financial Year 2024-25, Mr. Souvik Haldar
(Din No. 10696797) has been appointed as Director
(Independent) for a period of 5 years, with effect from
31st July 2024 to 108th Annual General Meeting to be
held in the year 2028. His appointment was approved
by the Shareholders at the 104th AGM of the Company
held on 10th September 2024.

During the Financial Year 2024-25, Mr. Ravi Chandak
(Din No. 10828077) has been appointed as Whole Time
Director of the Company, liable to retire by rotation for
a period of 3 years, with effect from 14th September
2024 to 31st October 2027 by means of passing Special
Resolutions of the members through Postal Ballot on
29th December 2024.

Mr. Surendra Bagri (DIN 00659888) was appointed as
an Independent Director of the Company for a term of 5
years through Postal Ballot held on March 23, 2021. The
first term of Mr. Surendra Bagri is coming to an end at
the ensuing AGM.

Based on the recommendation of the Nomination and
Remuneration Committee and in terms of the provisions
of Section 149, 150, 152, Schedule IV and any other
applicable provisions of the Companies Act, 2013 and the
SEBI (LODR), Regulation 2015, the Board of Directors
of the Company recommends the reappointment of Mr.
Surendra Bagri as an Independent Director for a second
term of 5 (five) years from the conclusion of 105th AGM
till the conclusion of 110th AGM of the Company to be
held in the year 2030, for approval by the shareholders.
He shall not be liable to retire by rotation.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and as per provisions of the
Articles of Association of the Company Mr. Rajendra
Prasad Chetani (DIN: 00392215), Director of the
Company, retire by rotation and is eligible to offer himself
for re-appointment.

During the financial year 2024-25, the constitution of the
Board complies with the requirements of the Act and the
SEBI Listing Regulations.

Further, the brief resume and other details relating to
the Director seeking appointment or re-appointment,
as stipulated under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard 2, are provided in
the Notice convening the ensuing 105th AGM.

None of the Directors of your Company is disqualified
under the provisions of Section 164(2) of the Act. A
certificate dated 29th May 2025 received from Md
Shahnawaz, Company Secretary in Practice (CP No
15076) certifying that none of the Directors on the Board
of the Company has been debarred or disqualified from
being appointed or continuing as directors of companies
by Securities and Exchange Board of India (“SEBI”)/
Ministry of Corporate Affairs or any such statutory
authority is annexed to the Corporate Governance
Report.

During the year under review, none of the Directors of the
Company is disqualified as per the applicable provisions
of the Act.

The criteria for selection of Directors and remuneration
policy are disclosed in the Corporate Governance
section which forms part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on 31st
March 2025 are:

- Mr. Krishna Kumar Mohta, Chairman & Managing
Director

- Mr. Bharat Mohta, Whole Time Director & CEO

- Mr. Ravi Chandak, Whole Time Director

- Mr. Anup Gupta, Company Secretary

- Mr. Raj Kumar Agarwal, Chief Financial Officer.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7)
of the Companies Act, 2013, each of the Independent
Directors has confirmed to the Company that he or
she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 read with
Regulation 16(1 )(b) of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 (the Listing
Regulations) and they have registered their names in
the Independent Directors Databank. Further, pursuant
to Section 164(2) of the Companies Act, 2013, all the
Directors have provided declarations in Form DIR- 8 that
they have not been disqualified to act as Director.

In the opinion of the Board of Directors, all Independent
Directors of the Company fulfil the conditions specified
in the Act 2013 read with Schedule and Rules issued
thereunder as well as under Listing Regulations and are
Independent from Management.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013,
Regulation 17(10) of the Listing Regulations and in
line with our corporate governance guidelines, peer
evaluation of all Board members, annual performance
evaluation of its own performance, as well as the
evaluation of the working of Board’s Committees was
undertaken. This evaluation is led by the Chairman of the
Nomination and Remuneration Committee with a specific
focus on the performance and effective functioning of
the Board and its Committees. The evaluation process,
inter alia, considers attendance of Directors at Board
and committee meetings, acquaintance with business,
communication inter se board members, the time spent
by each of the Board members, core competencies,
personal characteristics, accomplishment of specific
responsibilities and expertise. During the financial year
2024-25, all the members of the Board and its Committees
met the criteria of performance evaluation as set out by
the Nomination and Remuneration Committee.

The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the
basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information
and functioning etc.

The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
Members on the basis of the criteria such as the
composition of Committees, effectiveness of committee
meetings, etc.

The report on the performance evaluation of the
Individual Directors was reviewed by the Chairman of
the Board. The Board expressed satisfaction with the
overall functioning of the Board and its Committees.

21. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 5 (Five)
times. The details of the Board meetings are provided
in the Report on Corporate Governance, which forms a
part of this Annual Report.

The intervening gap between two consecutive meetings
was within the limit prescribed under the Companies Act,
2013.

22. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, one meeting of Independent
Directors was held without the presence of the Executive
Directors or Management Personnel on 17th March
2025. At such meeting, the Independent Directors have
discussed, among other matters, the challenges faced
by the Company, growth strategies, flow of information
to the Board, strategy, leadership strengths, compliance,
governance, HR related matters and performance of
Executive Directors.

23. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Mr. Sanjay Kumar Maheswary*	Independent Director
Mr. Vinod Kumar Maheshwary**	Independent Director
Mr. Surendra Bagri	Independent Director
Mr. Sumant Mimani	Independent Director
Mr. Rajendra Prasad Chetani	Non-Executive Non¬ Independent Director

*Mr. Sanjay Kumar Maheswary upon completion of 2nd Term as
Independent Director retired from Board of Directors as well as
Chairman of the Audit Committee on 10th September 2024

** Mr. Vinod Kumar Maheshwary resigned from the Directorship
of the Company as well member of the Audit Committee with
effect from close of business hours on 30th May 2024. Mr. Vinod
Kumar Maheshwary informed the Board that his resignation was
purely on account of his old age and health issue.

During the year under review, there has been no instance
where the recommendations of the Audit Committee
have not been accepted by the Board. The details of the
Audit Committee meetings are provided in the Report on
Corporate Governance, which forms part of this Annual
Report.

24. DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was
made nor any proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

25. MAINTENANCE OF COST RECORDS AND COST
AUDIT

During the year under review, the requirement of
maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the
Companies Act, 2013, and audit of cost records were not
applicable to the Company.

26. DETAILS OF THE DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION:

There was no one-time settlement by the Company with
the Banks or Financial Institutions during the year under
review, thus, the details of the difference between the
amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan
from the Banks or Financial Institutions along with the
reasons thereof are not applicable.

27. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10)
of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations the Company has adopted a vigil
mechanism named Whistle Blower Policy for directors
and employees to report genuine concerns, which shall
provide adequate safeguards against victimization of
persons who use such mechanism. Under this policy,
we encourage our employees to report any reporting
of fraudulent financial or other information to the
stakeholders, any conduct that results in violation of the
Company’s Code of Business Conduct, to management
(on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited
discrimination, retaliation or harassment of any kind
against any employee who, based on the employee’s
reasonable belief that such conduct or practice has
occurred or is occurring, reports that information
or participates in the said investigation. The Vigil
Mechanism / Whistle Blower Policy may be accessed
on the Company’s website at https://www.iwpkatha.com/
files/Vigil_Mechanism_2015.pdf.

No individual in the Company has been denied access
to the Audit Committee or its Chairman during the FY
2024-25.

28. AUDITORS AND AUDITORS’ REPORT

M/s. S K Agrawal & Co Chartered Accountant LLP,
Chartered Accountants, (Firm Registration Number:
306033E/E300272) were appointed as Statutory Auditor
of the Company by the members at the 102nd Annual
General Meeting held on 26 September 2022 for a

period of 5 years i.e., from the conclusion of the 102nd
AGM until the conclusion of the 107th Annual General
Meeting to be held in the year 2027.

The Report given by S K Agrawal & Co Chartered
Accountant LLP, Chartered Accountants on the financial
statements of the Company for the financial year 2024-25
is part of the Annual Report and there is no qualification,
reservation, adverse remark, or disclaimer given by the
Auditors in their Reports. The notes to the accounts
referred to in the Auditors’ Report are self-explanatory
and, therefore, do not call for any further comments. The
Auditors of the Company have not reported any fraud in
terms of the second proviso to Section 143(12) of the Act.

29. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company
appointed CS Md. Shahnawaz (Membership No. 21427
CP No. 15076), Practicing Company Secretary, to carry
out the Secretarial Audit of the Company for FY2024-25.
The Secretarial Audit Report, pursuant to Section 204(1)
of the Act for the financial year ended 31st March 2025,
is annexed to this Report as Annexure - 3 and forms
part of this Report.

Explanation or comments by the Board on the
qualification, reservation or adverse remark or disclaimer
made by the Secretarial Auditors - The Secretarial Audit
Report does not contain any qualification, reservation
or adverse remark, and, therefore, does not call for any
further comments.

The Company has undertaken an Annual Secretarial
Compliance Audit for FY 2024-25 pursuant to Regulation
24A(2) of the SEBI Listing Regulations. The Annual
Secretarial Compliance Report for Financial Year ended
31st March 2025 has been submitted to the Stock
Exchanges and the said report may be accessed on
the Company’s website at https://www.iwpkatha.com/
sh_pattern.html.

Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, the Board of
Directors at its meeting held on 29th May 2025, upon the
recommendation of the Audit Committee, appointed Mr.
Md. Shahnawaz proprietor M Shahnawaz & Associates
(CP No. 15076), Practicing Company Secretary as
Secretarial Auditor for a term of five consecutive years
commencing from financial year 2025-26, subject to

the approval of the shareholders at the forthcoming
AGM of the Company. The Company has received the
necessary consent from Mr. Md. Shahnawaz proprietor
M Shahnawaz & Associates to act as the Secretarial
Auditor of the Company along with the certificate
confirming that his appointment would be within the
applicable limits.

30. INTERNAL AUDITOR

The Board appointed M/s P Suman & Company, Chartered
Accountants, as the Internal Auditors of the Company
for the financial year 2024-25. The Audit Committee
considers and reviews the Internal Audit Report submitted
by the Internal Auditors on a quarterly basis.

The Board at its Meeting held on 29th May 2025 appointed
M/s R K D S & Associates Chartered Accountants, Firm
Regd. No. 0309091E, Membership No. 016384, as
Internal Auditors under the provisions of Section 138 of
the Companies Act, 2013 for the financial year 2025-26.

31. SECRETARIAL STANDARDS

During the year under review, the Company has duly
complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India (ICSI).

32. NOMINATIONS AND REMUNERATION
COMMITTEE

The Board has on the recommendation of the
Nomination and Remuneration Committee framed a
policy for the selection and appointment of Directors and
Senior Management Personnel and their remuneration.
The Remuneration Policy is available on the website at
https://www.iwpkatha.com/files/codes-policies/Policy_
Remuneration%20for%20Director%20&%20KMP.pdf.

The remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration
Policy of the Company.

33. REMUNERATION RATIO OF THE DIRECTORS/
KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES

Disclosures relating to remuneration and other details as
required under section 197(12) of the Companies Act,
2013 read with rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as ‘Annexure -4’ and forms
part of this Board’s report.

The statement containing particulars of employees

pursuant to Section 197 of the Act, read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is not being
sent to the Members along with this Annual Report in
accordance with the provisions of Section 136 of the
Act. Copies of the said statement are available at the
registered office of the Company during the designated
working hours from 21 days before the AGM till the date
of the AGM. Any member interested in receiving the said
statement may write to the Company Secretary, stating
their Folio No./DPID & Client ID.

34. RISK MANAGEMENT POLICY

Your Company’s Risk Management Framework is
designed to enable risks to be identified, assessed
and mitigated appropriately. The Risk Management
framework seeks to create transparency, minimize
adverse impacts on the business objectives and enhance
the Company’s competitive advantage.

The Company has constituted a Risk Management
Committee. The details of the Committee and its terms
of reference are set out in the Corporate Governance
Report forming part of the Board’s Report.

35. INSIDER TRADING POLICY

The Company’s Insider Trading Policy provides the
framework for in dealing with securities of the Company
by the insider. The Company’s Policy in line with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as
amended, is available on the website of the Company
at https://www.iwpkatha.com/files/codes-policies/Code_
of_Conduct_Policy_2019.pdf.

36. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return as on 31 March
2025 is available on the website of the Company at the
link https://www.iwpkatha.com/financial_ performance.
html.

37. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not given any Loan or Guarantee covered
under the provisions of Section 186 of the Companies Act,
2013. The details of Investments are disclosed in Note No.
4 to the standalone financial statements, which are within
the prescribed statutory limits.

38. CREDIT RATING

During the year under review, Infomerics Valuation
and Rating Pvt Ltd has affirmed the long-term rating

of IVRBBB- (pronounced as IVR Triple B Minus). The
outlook in the long term is Stable.

39. TRANSFER OF UNPAID AND UNCLAIMED
AMOUNTS TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“the IEPF
Rules”), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF, established
by the Government of India, after the completion of
seven years. Further, according to the Rules, the shares
on which dividend has not been paid or claimed by the
shareholders for seven consecutive years are also to be
transferred to the Demat account of the IEPF Authority.

The Company had sent individual notices and advertised
in the newspapers seeking action from the shareholders
who have not claimed their dividends for seven
consecutive years or more. Thereafter, the Company
transferred such unpaid or unclaimed dividends and
corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision
of Section 124 of the Act, the Company has transferred
a sum of Rs. 314849.40 to the IEPF, the amount of
dividend which was unclaimed/ unpaid for a period of
seven years, declared for the financial year 2016-17.
The details are provided in the Shareholder Information
section available on our website, at https://www.
iwpkatha.com/un_dividend.html.

During the financial year 2024-25, the Company has not
transferred any shares in respect of which dividend has
not been paid or claimed for seven consecutive years
or more pursuant to Section 124 of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF may claim
those dividends and shares from the IEPF Authority
by complying with prescribed procedure and filing the
e-Form IEPF-5 online with MCA portal.

The dividend declared for the financial year ended 31
March 2018 and which remains unpaid/unclaimed is due
to be transferred to IEPF within statutory timelines, upon
expiry of the period of seven years. The due dates for
transferred of unclaimed dividend to IEPF are provided
in the report on Corporate Governance.

Further the shares in respect of which dividend has not
been paid or claimed for seven consecutive years will
also be transferred to IEPF. Shareholders are requested
to ensure that they claim the unpaid dividends referred to

above before the dividend and shares are transferred to the
IEPF pursuant to the provision of Section 124 of the Act.

40. PARTICULAR OF CONTRACTS OR ARRANGE¬
MENTS MADE WITH RELATED PARTIES

Your Company has Policy on materiality of related
party transactions and on dealing with related party
transactions policy. The Audit Committee reviews this
policy periodically and also reviews and approves all
related party transactions, to ensure that the same are
in line with the provisions of applicable law and the
Related Party Transactions Policy. The Audit Committee
approves the related party transactions and wherever it
is not possible to estimate the value, approves limit for
the financial year, based on best estimates.

The related party transactions that were entered into by
the Company during the financial year 2024-25, were on
an arm’s length basis. Further, no material related party
transactions were entered into by the Company during
the financial year 2024-25. The disclosure under Section
134(3)(h) read with Section 188 (2) of the Act in form AOC-
2 is given in Annexure - 5 forming part of this Report.

The details of the transaction with related parties during
financial year 2024-25 are provided in the accompanying
financial statements.

The Policy on materiality of related party transactions
and on dealing with related party transactions as
approved by the Board in terms of Regulation 23 of the
SEBI Listing Regulations is posted on the website of the
Company and can be accessed through the following
link: https://www.iwpkatha.com/files/codes-policies/

Policy_Related%20 Party%20Transaction.pdf.

41. DISCLOSURES AS PER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. The Company has set up Internal Complaint
Committee (ICC) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 along with its relevant Rules. The
policy on Prevention on Sexual Harassment at Work
Place as approved by the Board is uploaded on the
Company’s website at https://www.iwpkatha.com/files/
PREVENTION_ ON_SEXUAL_HARASSMENT.pdf.

The Committee met once during the FY 2024-25 on
February 14, 2025.

There was no complaint pending at the beginning and
at the end of FY 2024-25 No complaints have been
received by the Committee during FY2024-25.

42. PARTICULARS OF ENERGY, TECHNOLOGY AB¬
SORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO.

Information in accordance with the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules 2014 is given in
Annexure - 6 to this Report.

43. DETAILS OF FRAUD REPORTED BY THE
AUDITORS

During the year under review, the Statutory Auditors and
Internal Auditor have not reported any instances of fraud
committed in the Company by its officers or employees
to the Audit Committee under section 143(12) and Rule
13 of the Companies (Audit and Auditors) Rules, 2014 of
the Companies Act, 2013.

44. HUMAN RESOURCES

Our employees are our core resource and the Company
has continuously evolved policies to strengthen its
employee value proposition. Your Company was able
to attract and retain best talent in the market and the
same can be felt in the past growth of the Company.
The Company is constantly working on providing the
best working environment to its Human Resources with
a view to inculcate leadership, autonomy and towards
this objective; your company makes all efforts on
training. Your Company shall always place all necessary
emphasis on continuous development of its Human
Resources. The belief “Great People create Great
Organization” has been at the core of the Company’s
approach to its people.

45. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these items during the year
under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

• The Company does not have any scheme of
provision of money for the purchase of its own

shares by employees or by trustees for the benefit
of employees.

• The Company serviced all the debts and financial
commitments as and when they became due, and
no settlements were entered into with the bankers.
Since the details of difference between amount
of the valuation done at the time of one-time
settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with
the reasons thereof - Not Applicable.

• No fraud has been reported by the Auditors to the
Audit Committee or the Board.

46. GREEN INITIATIVES

As a responsible corporate citizen, the Company
supports the ‘Green Initiative’ undertaken by the
Ministry of Corporate Affairs, Government of India
enabling electronic delivery of documents including the
Annual Report etc. to Members at their e-mail address
registered with the Depository Participants (“DPs”) and
RTAs. To support the ‘Green Initiative’, Members who
have not registered their email addresses are requested
to register the same with the Company’s Registrar and
Share Transfer Agent (“RTAs”)/Depositories for receiving
all communications, including Annual Report, Notices,
Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 09/2024 dated 19
September 2024 and SEBI Circular dated 03 October
2024, the Annual Report of the Company for the financial
year ending 31 March 2025 including therein the Audited
Financial Statements for the financial year 2024-25, will
be sent only by email to the Members.

47. ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express
their sincere thanks to the Central Government and
Governments of various states, Financial Institutions,
Bankers and Customers for their cooperation and
assistance extended.

Your directors also wish to express their deep
appreciation for the integrity and hard work of every
members of the IWP family.

The Board also takes this opportunity to express their
deep gratitude for the continued cooperation and support
received from the shareholders.

For and on behalf of the Board of Directors of
The Indian Wood Products Co Ltd
Krishna Kumar Mohta
Kolkata Chairman & Managing Director

29th May, 2025 Din No: 00702306

---

Mar 31, 2024

Your Board of Directors is delighted to present the 104th Annual Report on the business and results of operations of The Indian Wood Products Co. Ltd (‘IWP’ or ‘the Company’), together with Audited Financial Statements (Standalone and Consolidated) for the FY2024.

This Board’s Report is prepared in compliance with the provisions of the Companies Act, 2013, (“the Act”) and the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2024, are summarized as under- (Rs in I akhs)

Particulars	Standalone		Consolidated
	FY2024	FY2023	FY2024	FY2023
Revenue From Operations	19241.53	18369.37	19241.53	18369.37
Profit Before Tax (PBT)	325.90	180.99	432.71	226.61
Tax Expenses	66.89	42.98	66.89	42.98
Profit After Tax (PAT)	259.01	138.01	365.82	183.63
Earnings Per Share	0.40	0.22	0.57	0.29
Equity Share Capital	1279.75	1279.75	1279.75	1279.75
Other Equity / Reserves and Surplus	34303.68	34143.85	34245.77	33998.34

In FY2024, your Company has made robust progress and has delivered better financial results as compared to FY2023. The company has posted a well-rounded performance across key metrics and revenue growth. Importantly, your company has taken significant steps towards becoming building strong organizational capabilities.

• FINANCIAL PERFORMANCE - STANDALONE

The Company has achieved total revenue from operations of Rs. 19241.53 lakhs for the year ended 31 March 2024 as against Rs. 18369.37 lakhs for the year ended 31 March 2023 representing an increase of 4.75%. The Profit Before Tax (PBT) for the year, was Rs.325.90 lakhs as compared to Rs. 180.99 lakhs for the previous year as a result of better realization and

operational efficiencies. During the financial year 202324, the Company earned a Profit After Tax of Rs 259.01 lakhs as compared to Rs. 138.01 lakhs in the previous year.

• FINANCIAL PERFORMANCE - CONSOLIDATED

Our Company has one (1) overseas joint venture namely M/s. Agro and Spice Trading Pte Limited, Singapore, as on 31 March 2024, whose accounts were consolidated with the financials of the Company after the PBT level in accordance with the IndAS.

The Profit Before Tax (PBT) for the year, was Rs. 432.71 lakhs as compared to Rs. 226.61 lakhs for the previous year due to the increase in volume, average realization and operational efficiencies. During the financial year 2023-24, the Company earned a profit after tax of

Rs.365.82 lakhs as compared to Rs. 183.63 lakhs in the previous year.

2. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Re. 0.10 per equity share of the Company of Rs. 2 each, i.e., 5.00% on the paid-up value of the equity shares for the Financial Year ended 31 March 2024, out of free reserves / retained earnings. The said dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) scheduled to be held on 10th September 2024. The dividend would result in a cash outflow of Rs. 63.97 Lakhs.

The dividend, if approved by the Shareholders at the AGM, will be paid on or from 10th September 2024 and before 09th October 2024.

3. BOOK CLOSURE AND RECORD DATE

In order to determine the eligibility of shareholders to receive the dividend for the FY2024, the Register of Members and Share Transfer Books of the Company will be closed from Wednesday, 04 September 2024, to Tuesday, 10 September 2024 (both days inclusive).

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. 1 April 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

4. SHARE CAPITAL

There is no change in the Share Capital of the Company during FY2024. The paid-up Share Capital of the Company as on 31 March 2024 comprises 6,39,72,720 Equity shares of Rs.2/- each. During the year under review, the Company has not issued any shares.

5. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 202324 in the profit and loss account.

6. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

With the continuous effect on cost control and operational leverage, the Katha division has recorded

better realization from raw material and lower process loss in production.

During the year under review, the Company has achieved a total production of 3310.782 MT Katha in FY 2024 as compared to 3436.613 MT in FY 2023. The decline in the overall production is due to the non-availability of quality raw materials. However, the sales of Cutch (by-product) increased from 990.275 MT in FY2023 to 1162.625 MT in FY2024 thereby registering a growth of 17.40%.

The good financial performance is the combined result of an better price realization on sales and operational efficiencies. The management is focused on achieving desired results coupled with sustained production levels. The trend is likely to continue and we are hopeful to have a better operational and financial performance in FY2025.

During FY 2024, the company had signed MOU with Commercial Motors, a Registered Partnership Firm and M/s. Jai Bala G Infrastructure & Developers for the development of Unused idle land outside the boundary at the Factory Premises of the Company plant at Izzatnagar Bareily, Uttar Pradesh admeasuring 83612 Sq Mtrs more or less. The said area is presently not in use by the Company for operations and also not required for future expansion of the Company.

Our Company is committed to a clean environment and, thus, always thrives to ensure the best measures are implemented to ensure environmental safety. The best of environment, safety and pollution control measures are implemented across all our manufacturing units and the measures adopted are adequate. The management continuously reviews the measures adopted and their efficiency to ensure environmental safety.

The operational performance and results are provided in the “Management Discussion and Analysis Report” as a separate section in this Annual Report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, the Company received an Order from the Income Tax Department under section 147 read with section 144B of the Income Tax Act, for the Assessment

Year 2018-19 for a tax demand of Rs.17,17,49,287/-. The Company believes that the said demand is not maintainable and has filed an appeal against the said order.

For further details on Direct/Indirect Tax Cases, please refer to Note No. 52 to the notes to the accounts.

8. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During FY2024, the Company had not altered any of its clauses in the Memorandum and Article of Association

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

10. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no holding, subsidiary or associates’ company as on 31 March 2024.

The Company has one (1) overseas joint venture namely M/s. Agro and Spice Trading Pte Limited, Singapore, as on 31 March 2024, which is engaged in the business of trading of spices. PT Sumatra Resources International & Pt. Thea Universal Trade are subsidiaries of the said joint venture M/s. Agro and Spice Trading Pte Limited. PT Sumatra Resources International is engaged in the business of manufacturing Catechins from Gambier with the use of innovative technology.

A statement containing the salient features of the financial statement of the joint venture Company in the prescribed format AOC-1 is annexed herewith as “Annexure - 1”.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and Consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the joint venture, are available on the website of the Company at https://www.iwpkatha.com/

financial_performance.html. These documents will also be available for inspection till the date of the AGM during business hours at the Registered Office of the Company.

11. INDIAN ACCOUNTING STANDARD (IndAS)

Pursuant to the Companies (Indian Accounting Standard) Rules 2015, the Company’s Audited Financial Statements for FY2024 are Indian Accounting Standard (INDAS) compliant.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. P Suman & Co., Chartered Accountants, appointed to carry out Internal Audit of the Company for the FY2024-25.

13. LISTING STATUS

The Company’s equity shares are listed on BSE Limited under Script Code 540954 and ISIN No. INE586E01020. The Company has paid the Annual Listing Fees for FY2024-25.

14. FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31 March 2024.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, the “Management Discussion and Analysis Report” section in this Annual Report forms an integral part of this report.

16. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI (LODR) Regulation 2015, the “Report on Corporate Governance” together with a certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance is included as a separate section in this Annual Report and form an integral part of this report.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm and state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the Profit of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis;

v) That the Directors had laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the lives of the people.

The Company’s CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to Swachh Bharat Kosh set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2024, in compliance with Section 135 of the Act, an amount of Rs. 0.76 Lakhs is required to be spent by the Company on CSR activities. The Company has spent Rs. 40.50 Lakhs as CSR activities towards Animal Welfare, Women Empowerment and the Upliftment of People with disability through IWP CSR Trust. There is no unspent CSR amount as on 31st March 2024.

The CSR Policy may be accessed on the Company’s website at: https://www.iwpkatha.com/files/IWP_CSR_ Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure - 2 and forms a part of this Annual Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and as per provisions of the Articles of Association of the Company Mr. Bharat Mohta (DIN: 00392090), Director of the Company, retire by rotation

and is eligible to offer himself for re-appointment.

Mr. Sumant Mimani (DIN 01251535) has been appointed as Director (Independent) w.e.f. 13 February 2024, for a period of 5 years, up to the 108th AGM of the Company to be held in the year 2028. His appointment was approved by the shareholders of the Company through Postal Ballot on 25 March 2024.

Mr. Sanjay Kumar Maheswary (DIN 00497335) will ceased to be an Independent Director of the Company upon completion of his second and final term as on Independent Director and subsequently ceased to be a Director of the Company upon conclusion of AGM of the Company to be held on 10 September 2024. The Board places on record appreciation for the contribution made by Mr. Sanjay Kumar Maheswary during his tenure as an Independent Director of the Company.

Mr. Vinod Kumar Maheshwary (DIN 02659320) Independent Director has resigned from the Directorship of the Company with effect from 30 May 2024. Mr. Vinod Kumar Maheshwary informed the Board that his resignation was purely on account of his old age and health issue. The Board places on record appreciation for the contribution made by Mr. Vinod Kumar Maheshwary during his tenure as an Independent Director of the Company.

Mr. Krishna Kumar Mohta (DIN 00702306), Whole Time Director has been re-appointed for a further period of 3 years w.e.f. 01 April 2024 as Chairman and Managing Director of the Company as approved by the shareholders through Postal Ballot on 25 March 2024

Mr. Bharat Mohta (DIN 00392090), Whole Time Director designated as Chief Executive Officer (CEO) of the Company had been re-appointed for a further period of 3 years w.e.f. 01 April 2024 as approved by the shareholders through Postal Ballot on 25 March 2024

A brief profile of Mr. Bharat Mohta (00392090) is given in the Chapter on Corporate Governance and the Notice convening the 103rd AGM for the reference of the shareholders.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 30 May 2024 received from Md

Shahnawaz, Company Secretary in Practice (CP No 15076) certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India (“SEBI”)/ Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March 2024 are:

- Mr. Krishna Kumar Mohta, Chairman & Managing Director

- Mr. Anup Gupta, Company Secretary

- Mr. Raj Kumar Agarwal, Chief Financial Officer.

There was no change in the KMPs during the year under review.

20. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) and they have registered their names in the Independent Directors Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as Director.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfil the conditions specified in the Act 2013 read with Schedule and Rules issued thereunder as well as under Listing Regulations and are Independent from Management.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board’s Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to the Directors.

22. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 5 (Five) times. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

23. MEETING OF THE INDEPENDENT DIRECTORS

During FY2024, one meeting of Independent Directors

was held without the presence of the Executive Directors or Management Personnel on 28 March 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, low of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

24. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Mr. Sanjay Kumar Maheswary	Independent Director
Mr. Vinod Kumar Maheshwary	Independent Director
Mr. Rajendra Prasad Chetani	Non-Executive NonIndependent Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The details of the Audit Committee meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

25. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

26. MAINTENANCE OF COST RECORDS AND COST AUDIT

During the year under review, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company.

27. DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

There was no one-time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of the difference between the

amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

28. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company’s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee’s reasonable belief that such conduct or practice has occurred or is occurring, reports that information or participates in the said investigation.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2024.

29. AUDITORS AND AUDITORS’ REPORT

M/s. S K Agrawal & Co Chartered Accountant LLP, Chartered Accountants, (Firm Registration Number: 306033E/E300272) were appointed as Statutory Auditor of the Company by the members at the 102nd Annual General Meeting held on 26 September 2022 for a period of 5 years i.e., from the conclusion of the 102nd AGM until the conclusion of the 107th Annual General Meeting to be held in the year 2027.

The Audit Report of the Statutory Auditors does not contain any qualification reservation or adverse remark or disclaimer. The notes to the accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments.

30. DETAILS OF REPORTING OF FRAUD BY AUDITOR

There are no instances of Fraud/ Suspected Fraud

committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

31. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY2025. The Secretarial Audit Report submitted by him, for FY2024 is annexed herewith marked as Annexure - 3 to this Report.

Explanation or comments by the Board on the qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors - The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

The Company has undertaken an Annual Secretarial Compliance Audit for FY2024 pursuant to Regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for FY2024 has been submitted to the Stock Exchanges and the said report may be accessed on the Company’s website at https:// www.iwpkatha.com/sh_pattern.html

32. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

33. NOMINATIONS AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is available on the website at https://www.iwpkatha.com/files/codes-policies/Policy_ Remuneration%20for%20Director %20&%20KMP.pdf

34. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as ‘Annexure -4’ and forms part of this Board’s report.

The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as ‘Annexure- 5’and forms part of this Board’s report.

35. RISK MANAGEMENT POLICY

Your Company’s Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impacts on the business objectives and enhance the Company’s competitive advantage.

The Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

36. INSIDER TRADING POLICY

The Company’s Insider Trading Policy provides the framework for in dealing with securities of the Company by the insider. The Company’s Policy in line with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, is available on the website of the Company at https://www.iwpkatha.com/files/codes-policies/Code_ of_Conduct_Policy_2019.pdf

37. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2024 is available on the Company’s website https://www. iwpkatha.com/financial_ performance.html

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered under the provisions of Section 186 of the

Companies Act, 2013. The details of Investments are disclosed in Note No. 4 to the standalone financial statements, which are within the prescribed statutory limits.

39. CREDIT RATING

During the year under review, ICRA Limited (ICRA) has affirmed the long-term rating of [ICRA]BB (pronounced ICRA double B plus) and the short-term rating of [ICRA] A4 (pronounced ICRA A four plus). The outlook in the long term is Stable.

40. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, the Company has transferred the unclaimed and unpaid dividend of Rs. 1,71,401/-. Further, 12090 corresponding equity shares on which dividends were unclaimed for seven consecutive years were also transferred as per the requirement of the IEPF Rules. The details are provided in the Shareholder Information section available on our website, at https:// www.iwpkatha.com/un_dividend.html

41. PARTICULAR OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contractual arrangement with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appended as ‘Annexure - 6’ to the Board’s Report.

The details of related party transactions are disclosed in the notes to the financial statements.

During the FY2024, there was no material Related Party Transactions as defined in Regulation 23 of the SEBI Listing Regulations.

The policy on Related Party Transactions as approved

by the Board is uploaded on the Company’s website at https://www.iwpkatha.com/files/codes-policies/Policy_ Related% 20 Party%20Transaction.pdf

42. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules. The policy on Prevention on Sexual Harassment at Work Place as approved by the Board is uploaded on the Company’s website at https://www.iwpkatha.com/files/ PREVENTION_ ON_SEXUAL_HARASSMENT.pdf

The Committee met once during the FY2024 on February 12,2024

There was no complaint pending at the beginning and at the end of FY2024. No complaints have been received by the Committee during FY2024.

43. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure - 7 to this Report.

44. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on

training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief “Great People create Great Organization” has been at the core of the Company’s approach to its people.

45. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

46. ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their cooperation and assistance extended.

Your directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued cooperation and support received from the shareholders.

For and on behalf of the Board of Directors of The Indian Wood Products Co Ltd Krishna Kumar Mohta Kolkata Chairman & Managing Director

30th May 2024 Din No: 00702306

---

Mar 31, 2018

BOARD''S REPORT

FY2018 represents fiscal year 2017-18, from 1 April 2017 to 31 March 2018, and analogously for FY2017 and previously such labeled years.

Dear Shareholders,

Your Directors have pleasure in presenting their 98th Annual Report together with the Audited Accounts for the year ended 31 March, 2018.

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of financial performance of the Company for the FY2018 are as under:

				Rs in lacs)
Particulars	Standalone		Consolidated
	FY2018	FY2017	FY2018	FY2017
Revenue from Operations	21958.50	18835.99	21958.50	18835.99
Profit Before Tax (PBT)	2663.16	1829.48	2518.62	1831.92
Tax expenses	931.63	684.15	931.63	684.15
Profit After Tax (PAT)	1731.53	1145.33	1586.99	1147.77
Earnings Per Shares	27.07	17.90	24.81	17.94
Equity Share Capital	640.03	640.03	640.03	640.03
Other Equity / Reserves and Surplus	32608.32	30921.18	32461.61	30923.60

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.25 per equity shares, i.e.12.5% on the paid up Share Capital of the Company, for FY2018, subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved at the ensuing 98th Annual General Meeting (AGM), will be paid to those shareholders whose names appear on the register of members of the Company as on 10/09/2018. The AGM is scheduled to be held on 17/09/2018.

3. RESERVES

Transfer to reserve is optional for the Company, thus, during FY2018, our Company has not transferred any sum to the General Reserve.

4. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The Board of the Directors of your Company is pleased to inform that the Company has closed FY2018 recording another year of robust operational and financial growth. The Company has achieved a growth of 17% in revenue. The increase in revenue is primarily on account of the higher turnover with increased level of production. The Company''s EBIDTA stood at Rs. 3447.00 Lakhs in FY2018 as compared to Rs. 2360.08 Lakhs in the previous year and the net profit stood at Rs. 1733.33 Lakhs in FY2018 Lakhs as against Rs. 1077.83 Lakhs in the previous fiscal. The growth in the EBIDTA and net profit are on account of reduction in the cost of production.

The operational performances at our Bareilly, Kundli and Vadodara units were excellent.

To meet the continuous increase in demand of quality Katha your Company has decided to set up a New Katha manufacturing unit at Jammu & Kashmir. Accordingly, SIDCO (A J&K Govt. Undertaking) based on Company''s application has confirmed the allotment of 35 Canals of land in the State of Jammu & Kashmir in Sambha District.

In this regards, the Company has paid a lease value amounting to Rs. 245 Lakhs to SIDCO and the license by forest department is awaited. The project is being funded through a mix of debt and internal accruals. Total cost of the project will be approx. Rs. 26 Crores and the installed capacity of the proposed unit will be at 1200 MT.

During FY2018, the Company has undertaken feasibility study and decided to diversify its activities in the business of processing of different spices. Accordingly, the same was duly approved by the shareholders of the Company vide their special resolution dated February 15, 2018. The spices business is expected to commence by the end of second quarter FY 2019.

Our Company is committed to a clean environment and, thus, always thrives to ensure the best measures are implanted to ensure environmental safety. The best of environment, safety and pollution control measures are implemented across all our manufacturing units and that the measures adopted are adequate. The management continuously reviews the measures adopted and their efficiency to ensure environmental safety.

The operational performance and results are provided in "Management Discussion and Analysis Report" as a separate section in this Annual Report.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

For further details on Indirect Tax Cases, please refer Note No. 43 & 44 to the notes to the accounts.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

With effect from April 17, 2018, the commercial production of Gambler extracts through solvent extraction has started at PT Sumatra Resources International, at Pangklan, West Sumatra Indonesia, a unit owned by our joint venture company namely Agro and Spice Pte. Ltd., Singapore. 100% production from this plant will be imported and consumed by our Company for manufacturing of better quality Katha. It is expected to benefit the Company by cost reduction and improved quality of Katha.

7. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCITION

During FY2018, the object clause in the Memorandum and Articles of Association of the Company has been amended by inserting a new clause pursuant to the special resolution passed on February 15, 2018, through postal ballot to enable the Company to venture in the business of spices.

8. SHARE CAPITAL

There is no Change in the Share Capital of Company during FY2018.The Paid-up Share Capital of the Company as on 31 March 2018 comprises of 63, 97,272 Equity shares of Rs.10/-each.

9. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no holding, subsidiary & associates company as on 31 March 2018.

The Company has one overseas joint venture namely Agro Spice & Trading Pte Limited, Singapore, as on 31 March 2018, which is engaged in the business of trading of spices. PT Sumatra Resources International is a subsidiary of the said joint venture Agro Spice & Trading Pte Limited. PT Sumatra Resources International is incorporated and engaged in the business of manufacturing of Catechins from Gambler with the use of innovative technology. The entire production of PT Sumatra Resources International will be imported and consumed by our Company.

A statement containing the salient features of the financial statement of joint venture Company in the prescribed format AOC-1 is annexed herewith as "Annexure -1".

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the Company. These documents will also be available for inspection till the date of the AGM during the business hours at the Registered Office of the Company.

10. INDIAN ACCOUNTING STANDARD

Your Company has adopted Indian Accounting Standard (IndAS) with effect from April 1, 2017, pursuant to the Companies (Indian Accounting Standards) Rules 2015 notified by the Ministry of Corporate Affairs. The Financial Statement for the year ended March 31, 2018 included in this Annual Report has been prepared in accordance with the Ind AS. The Financial Statement for the year ended March 31, 2016 and March 31, 2017 have also been restated to comply with IndAS to make them comparable.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUECY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprises of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. R. K. D. S. and Associates, Chartered Accountants, has been appointed to carry out Internal Audit of the Company for the financial year 2018-19.

12. LISTING OF SHARES AT BSE LIMITED

The equity shares of the Company were listed only on The Calcutta Stock Exchange Limited (CSE). There was no trading platform for the shareholders of the Company on CSE.

We are pleased to inform you that the Company has got its equity shares listed and admitted for trading on BSE Limited (BSE) under BSE''s Direct Listing norms. The equity shares of the Company are listed and traded on BSE w.e.f February 21, 2018. The shareholders are now able to trade in the equity shares of the Company on BSE.

13. FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as deposit as on March 31, 2018.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015 a Management Discussion and Analysis Report are set out as separate section in this Annual report which forms an integral part of this report.

15. REPORT ON CORPORATE GOVERNANCE

In term of Regulation 34(3) of the listing Regulations, a Report on Corporate Governance together with a certificate from Practicing Company Secretary regarding compliance with the requirements of Corporate Governance is included as a separate section and form an integral part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm and state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the Profit of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis;

v) That the Directors had laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the life of the people.

Company''s CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to Swachh Bharat Kosh set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2018, in compliance with Section 135 of the Act, an amount of Rs. 19.27 lakhs (including Rs. 2.77 lakhs of the previous year) is required to be spent by the Company in CSR activities. The Company has spent Rs. 20.30 lakhs on CSR activities covering maintaining quality of soil, mobile medical van for local villagers and Swachhalaya under Swatch Bharat Scheme.

The CSR Policy may be accessed on the Company''s website at: http://www.iwpkatha.com/files/IWP_CSR_ Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure -2 and forms a part of this Annual Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and underthe Articles of Association of the Company, Mr. K K Damani (DIN 01385252), Executive Director of the Company, retire by rotation and being eligible offer himself for re-appointment.

Mr. K K Mohta (DIN 00702306), Whole time Director, has been re-appointed for a further period of 3 (three) years w.e.f. April 1, 2018 as Chairman & Managing Director of the Company as approved by the Shareholders on February 15, 2018.

Mr. Bharat Mohta (DIN 00392090) , Whole time Director of the Company designated as CEO of the Company has been re-appointed for a further period of 3 (three) years w.e.f. April 1, 2018 as approved by the shareholders on February 15, 2018.

Mr. K K Damani (DIN 01385252), Whole time Director, has been re-appointed for a further period of 3 (three) years w.e.f. April 15, 2018 designated as Executive Director of the Company as approved by the Shareholders on February 15, 2018

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

The details of programs or familiarization training of Independent Directors with the Company, their roles, right & responsibility, nature of the Industry in which Company operates and related matters are available on the Company''s website www.iwpkatha.com

Mr. Anup Gupta, Company Secretary and Mr. R K Agarwal, Chief Financial Officer continued to function as Key Managerial Personnel''s during the year under review.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, the Independent Directors have confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board''s Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, interalia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

21. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 8(eight) times. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

Meeting of the Independent Directors

During FY2018, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 28, 2018. At such meeting, the Independent Directors have discussed, among other matters, the performance of the Company, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

22. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Mr. Sanjay Kumar Maheswary	Independent Director
Mr. Vinod Kumar Maheshwary	Independent Director
Mr. Rajendra Prasad Chetani	Non-Executive Non-independent Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The details of the Audit Committee meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

23. VIGIL MECHANISM

The Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employee to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company''s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2018.

24. AUDITORS AND AUDITORS''REPORT

M/s. Agarwal Sanjay & Company, Chartered Accountants, (Firm Registration No. 329088E) were appointed as Statutory Auditors of the company by the members at the 97th Annual General Meeting held on 18 September 2017 fora term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting.

The first proviso to Section 139 of the Companies Act, 2013 which provided for the ratification of appointment of the Statutory Auditors by the Members at every Annual General Meeting has been omitted by the Companies Amendment Act, 2017 w.e.f 7 May 2018. Hence, the appointment of Statutory Auditors shall continue to be valid till the conclusion of the 5 consecutive Annual general Meeting and no ratification of appointment of Statutory Auditor is required at the ensuing AGM.

The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Mohd. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the secretarial Audit of the Company for the FY2018. The Secretarial Audit Report submitted by him, for FY2018 is annexed herewith marked as Annexure - 3 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, do not call for any further comments.

26. NOMINATIONS AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual Report.

27. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNELS (KMP)/ EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as ''Annexure - 4'' and forms part of this Board''s report.

The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as ''Annexure- 5'' and forms part of this Board''s report.

28. RISK MANAGEMENT POLICY

Your Company''s Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

29. EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return in prescribed Form No. MGT - 9 as required under section 92(3) of the Companies Act, 2013 is included in this report and annexed herewith as ''Annexure -6'' and forms a part of the Board''s Report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Investments are disclosed in the Note No.4 to the standalone financial statements, which are within the prescribed statutory limits.

31. RELATED PARTY TRANSACTIONS

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contractual arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as ''Annexure - 7'' and the same forms part of this report.

The details of related party transaction are disclosed in the notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s websit www.iwpkatha.com

32. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on preventior prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment c Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Durini the FY2018, no complain had been received.

33. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING! AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rul 8 of the Companies (Accounts) Rules 2014 is given in the Annexure - 8 to this Report.

34. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen it employee value proposition. Your Company was able to attract and retain best talent in the market and th same can be felt in the past growth of the Company. The Company is constantly working on providing the bej working environment to its Human Resources with a view to inculcate leadership, autonomy and towards thi objective; your company makes all efforts on training. Your Company shall always place all necessary emphasi on continuous development of its Human Resources. The belief "Great People create Great Organization" ha been at the core of the Company''s approach to its people.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there wer no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employee or by trustees for the benefit of employees.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

36. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks to the Governments, Financial Institutions Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employee of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and suppoi received from the shareholders.

ANNEXURE-1

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

	Name of associates/Joint Ventures	M/s Agro and Spice Trading Pte Ltd, Singapore
1	Latest audited Balance Sheet Date	31.03.2018
2.	Date on which the Associates or Joint Venture was associated or acquired	18th April, 2016
3	Shares of Associate/Joint Ventures held by the company on the year end
	No.	1150050
	Amount of Investment in Associates/Joint Venture	Rs. 7,55,56,353.65
	Extend of Holding%	50%
4	Description of how there is significant influence	Through Shareholding
5	Reason why the associate/joint venture is not consolidated	Consolidated
6	Net worth attributable to shareholding as per latest audited Balance Sheet	Rs. 6,21,72,436/-
7	Profit/Loss for the year
	i. Considered in Consolidation	(Rs. 1,49,13,381/-)
	ii. Not Considered in Consolidation	NIL

1. Above named Joint Venture are yet to commence operation - NIL

2. Names of joint ventures which have been liquidated or sold during the year: NIL

For and on behalf of Board of Directors of The Indian Wood Products Co. Ltd.

K.K. Damani Bharat Mohta R.P.Chetani

Executive Director WTD & CEO Director

DIN:01385252 DIN:00392090 DIN:0039221£

Kolkata R.K. Agarwal Anup Gupta

May 30, 2018 Chief Financial Officer Company Secretary

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year ended on 31st March 2018
1	A brief outline of the Company''s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.	Corporate Social Responsibility (CSR) was introduced by the Companies Act, 2013, but was followed by the Company since long to serve society. However from F.Y. 2017 the CSR become applicable to the Company. Accordingly a CSR Committee was formed and the policy was framed in accordance with the provisions of the Companies Act, 2013 and Rules framed there under in line with Schedule VII of the said Act. Our CSR Policy covers activities in the field of health, education, environment, conservation, sustainability and social business projects. For the Financial year ended on 31st March 2018 the Company has spent on the Projects / programs as per the policy and is fully described in annexure A. The web link for CSR Policy is http://www.iwpkatha.com/ csr_policy.pdf
2	The Composition of the CSR Committee	1 . Mr. K K Mohta - Chairman and MD 2. Mr.K KDamani- Executive Director 3. Mr.Bharat Mohta - Whole Time Director and CEO 4. Mr.Vinod Mimani - Independent Director
3.	Average net Profit of the Company for last three financial years	Rs.824.74 Lakhs
4.	Prescribed CSR Expenditure (two percent of the amount as in item 3 above)	Rs.16.50 Lakhs
5	Details of CSR Spent during the financial year (1) Total Amount to be spent for the Financial year (2) Amount Spent (3) Amount unspent if any (4) Manner in which the amount spent during the financial year.	Rs.19.27 Lacs (Including 2.77 Lacs unspent amount of FY 2017) Rs. 20.30 Lacs NIL The manner in which the amount is spent is detailed in the Annexure A

	For and on behalf of the Board
	Bharat Mohta	K K Damani
Kolkata	WTD & CEO	Executive Director
30 May 2018	DIN - 00392090	DIN -01 385252

Annexure A

S.N	CSR Project or activity identified	Sector in which the Project is covered	Project or programs (1) Local Area or other (2) State and District where the projects programs was undertaken	Amount outlay (budget) Project or programs wise	Amount spend on the projects or programs direct / Overhead	Cumulative expenditure up to the reporting period	Amount spent: Direct or through implementing agency
1	Soil Health Initiative	Promoting Recycling & Self Sustained farming by maintaining quality of soil Promoting Mobile Medical Van Swatch Bharat Mission/ Sanitation	Devari Village in Jaunpur, UP	Rs.3.10 Lacs	Rs. 3. 10 Lacs	Rs.3.10 Lacs	Through Eco Friendly Living Foundation
2	Health Care		Local Area and	Rs. 19.36	Rs.16.12 Lacs	Rs.16.12	Through Khushhali Foundation Directly by the Company
	Initiatives		for Village of	Lacs		Lacs
			Bareilly U.P
3	Infrastructure		Chawad Goan and for Local Area of Bareilly	Rs. 1.08	Rs. 1.08 Lacs	Rs. 1.08
				Lacs		Lacs

	For and on behalf of the Board
	Bharat Mohta	K K Damani
Kolkata	WTD & CEO	Executive Director
30 May 2018	DIN - 00392090	DIN -01 385252

ANNEXURE-3

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

THE INDIAN WOOD PRODUCTS CO LTD

CIN: L20101WB1919PLC003557

9 Brabourne Road, 7th floor,,

Kolkata - 700 001

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by The Indian Wood Products Co Ltd (hereinafter referred as ''the Company''). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2018 (''Audit Period'') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the Company during the Audit Period;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(''SEBIAct''):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI (ICDR) Regulations, 2009);- Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 (herewith referred as Listing Regulations); and

(vi) Other specifically applicable laws to the Company.

a. Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention And Control of Pollution) Act, 1981;

b. Factories Act, 1948;

c. Food Safety and Standards Act, 2006; and

d. Boiler Act 1923 & Indian Boiler Regulation, 1950

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors for the Board Meetings, including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

All decisions at Board Meetings and Committee Meetings are carried out unanimously and recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were following specific events / actions having a major bearing on Company''s affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc.:

a. The shareholders of the Company through postal ballot, result of which declared on April 13,2017, have approved the followings:

i. Increase in Authorized Share Capital of the Company and consequential amendment to the Memorandum of Association of the Company;

ii. Re-appointment of Mr. Krishna Kumar Mohta (DIN 00702306) as Whole-Time Director designated as Chairman and Managing Director of the Company

iii. Revision in the remuneration of Mr. Bharat Mohta (DIN 00392090) and his re-designation as Chief Executive Officer (CEO) of the Company

iv. Re-appointment of Mr. Krishna Kumar Damani (DIN 01385252) as Whole-Time Director designated as Executive Director of the Company

v. Appointment of Ms. Drisha Poddar (DIN 07729080) as an Independent Director of the Company

b. The shareholders of the Company through postal ballot, result of which declared on February 15, 2018, have approved the followings:

i. Amendment in the Object Clause of the Memorandum of Association of the Company.

ii. Re-appointment of Mr. Krishna Kumar Mohta (DIN: 00702306) as Whole-Time Director designated as Chairman and Managing Director of the Company

iii. Re-appointment of Mr. Bharat Mohta (DIN 00392090) as Whole-Time Director designated as Chief Executive Officer (CEO) of the Company

iv. Re-appointment of Mr. Krishna Kumar Damani (DIN 01385252) as Whole-Time Director designated as Executive Director of the Company

c. The equity shares of the Company has been listed and admitted to dealings on BSE limited w.e.f. Wednesday, February 21, 2018, under BSE Limited''s Direct Listing norms.

M Shahnawaz & Associates

Practicing Company Secretary

Md. Shahnawaz

Proprietor

Membership No.: 21427 CPNo.: 15076

Kolkata, May 30, 2018

ANNEXURE- 4

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the financial year 2017-18

Sr. No	Name of Director	Designation	Ratio of remuneration of each Director to the Median Remuneration
1	Krishna Kumar Mohta	Chairman and Managing Director	34.78
2	Bharat Mohta	Whole Time Director and CEO	32.07
3	Krishna Kumar Damani	Executive Director	16.19

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Sr. No	Name of Director and KMP	Designation	Percentage increase in Remuneration
1	Krishna Kumar Mohta	Chairman and Managing Director	89.82
2	Bharat Mohta	Whole Time Director and CEO	150.00
3	Krishna Kumar Damani	Executive Director	319.45
4	Raj Kumar Agarwal	Chief Financial Officer	20.67
5	Anup Gupta	Company Secretary and Compliance Officer	53.91

(iii) Percentage increase in the median remuneration of all employees in the financial year 2017-18:

The percentage increase in the median remuneration of employees in the financial year 2017-18 was Nil. Since median remuneration of non managerial employees is not comparable due to increase in number of employees from 271 to 302.

(iv) Number of permanent employees on the rolls of the Company as on March 31, 2018:

There were 302 permanent employees on the rolls of the Company as on March 31, 2018.

(v) Comparison of average percentage increase in salary of employees other than Key Managerial Personnel and the percentage increase in the remuneration paid to Key Managerial Personnel.

Average salary increase of non managerial employees is not comparable due to average percentile increase in the salaries in the last Financial Year 2017-18 was Nil. The Median Salary taken in 2017-18 is Rs. 449551 (Number of Employee 302) compare to Median Salary taken for the previous year was Rs. 451747 (Number of Employees- 271). However, the average increase in the managerial remuneration during the year is 126.77%

(vi) Affirmation that the remuneration is as per the Notification and Remuneration Policy of the Company:

It is hereby affirmed that the remuneration paid to all the Director, KMP, Senior Managerial Personnel and all other employees of the Company during the financial year ended March 31, 2018 were as per the Nomination and Remuneration Policy of the Company.

	For and on behalf of the Board
	Bharat Mohta	K K Damani
Kolkata	WTD & CEO	Executive Director
30 May 2018	DIN - 00392090	DIN -01 385252

ANNEXURE- 5

Statement of Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2018

Top 10 Employees including those Employed throughout the financial year, under review and were in receipt of remuneration aggregating not less than Rs. 1,02,00,000 per annum

Sr No.	Name	Designation	Nature of Employement Whether Contractual or Otherwise	Qualification and Experience of the Employee including previous employement	Age (Years)	Date of Commence of Employement	Remuneration received (Rs. in Lakhs)	The Last employement held before joining the Company	The Percentage of equity share held
1	Mr. Krishna Kumar Mohta	Chairman and Managing Director	Permanent	Bachelor of Science from Calcutta University, 50 Years	70	29.05.1980	156.18	NA	2.75
2	Mr. Bharat Mohta	Whole Time Director and Chief Executive Officer	Permanent	Bachelor of Commerce from Calcutta University and Business Diploma from ICFAI, 25 Years	43	01.04.2012	144.21	AEW Ltd	11.86
3	Mr. Krishna Kumar Damani	Executive Director	Permanent	B. Tech (Hons.) Chem. Engg., 48 Years	69	15.04.1998	72.84	BEC Food Ltd (A unit of Bhilai Engineering Corpoartion)	NA
4	Mr. Rajiv Mundra	Vice President-Marketing	Permanent	Bachelor of Commerce, 34 years	55	01.04.2005	54.04	Bareily Chemicals Pvt. Ltd	NA
5	Mr. Ravi Chandak	Sr. Manager (Commercial)	Permanent	C.A.&M.B.A,25 Years	50	10.03.1998	22.47	Orient Fans Ltd.	NA
6	Mr. Raj Kumar Agarwal	Chief Financial Officer	Permanent	B. Com & LIB, 47 Years	67	31.07.1982	20.01	AEW Ltd.	NA
7	Mr. Anand Kumar Rai	Sr. Manager (HR& Admin)	Permanent	M.A. (Social Work), PHD & LIB, 20 Years	42	07.05.2012	17.45	MJP Rohail Khand university	NA

Sr No.	Name	Designation	Nature of Employement Whether Contractual or Otherwise	Qualification and Experience of the Employee including previous employement	Age (Years)	Date of Commence of Employement	Remuneration received (Rs. in Lakhs)	The Last employement held before joining the Company	The Percentage of equity share held
8	Mr. Jagdish Chandra Tiwari	Sr. Manager Production	Permanent	B.S.C&M.S.C , 28 Years	51	30.07.1999	16.90	Mahesh Udyog (BDM)	NA
9	Mr. Ajit Kumar Acharya	Secretarial Officer	Permanent	M. Com & LIB, 47 Years	66	01.08.1980	16.88	Modern Indian Construction Co. Ltd	NA
10	Mr. Ram Kumar Binnani	Sr. Commercial Manager	Permanent	M.Com, 30 Years	51	21.07.1993	15.24	Kothari Trading & Investment Co. Pvt. Ltd.	NA

Notes :

1 None of the employees employed for part of the financial year 2017-18,were in receipt of remuneration for any part of the financial year, at a rate which , in aggregate, was not less than Rs. 8.50 Lakhs (Rupess eight Lakhs and fifty thousand) per month.

2 Except for Mr. Krishna Kumar Mohta & Bharat Mohta , none of the employees mentioned above are related to any of the Directors of the Company within the meaning of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provision, if any.

3 All appointment are terminable by notice on either side.

4 Remuneration includes salary, bonus, commission, various allowances, performances incentive, contribution to provident fund and superannuation fund and taxable value of perquisite but excludes provision for gratuity and leave encashment.

5 The terms of Sevice of Mr. Krishna Kumra Mohta, Mr. Bharat Mohta and Mr. Krishna Kumar Damani are goverened by the Special Resolution, passed by the shareholders of the Company dated February 15, 2018

	For and on bet	lalf of the Board
	Bharat Mohta	K K Damani
Kolkata	WTD & CEO	Executive Director
30 May 201 8	DIN - 00392090	DIN -01 385252

ANNEXURE-6

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

As on financial year ended on 31.03.2018

I. REGISTRATION & OTHER DETAILS:
1.	CIN	L201 01 WB1 91 9PLC003557
2.	Registration Date	23-12-1919
3.	Name of the Company	THE INDIAN WOOD PRODUCTS CO LTD
4.	Category/Sub-category of the Company	Company having Share Capital
5.	Address of the Registered office & contact details	Bombay Mutual Building 9, Brabourne Road, 7th Floor, Kolkata - 700 001 (West Bengal) Phone- 033 8232023820 Fax [phone]
6.	Whether listed company	Yes with The Calcutta Stock Exchange Ltd. & BSE Ltd.
7.	Name, Address & contact details of the Registrars Transfer Agent, if any.	Niche Technologies Pvt Ltd. D-511, Bagree Market, 5th Floor 71 , B.R.B.Basu Road, Kolkata - 700 001 Phones: 033 22343576, 22357270 e-mail [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sl.No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Katha	0325003	98.7%
2	Cutch	0325004	1 .3%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES.
S.No.	Name and address of the Company	CIN/GLN	Holding/ Subsidiary / Associates	%of Shares held	Applicable Section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

A) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year [As on 31-March-2017]				No. of Shares held at the end of the year [Ason31-March-2018]				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	3086960	400	3087360	48.26	3086856	0	3086856	48.26	0
b) Central Govt	0	0	0	0	0	0	0	0	0
c) State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp.	1401196	0	1401196	21.90	1401196	0	1401196	21.90	0
e) Banks /Fl	0	0	0	0	0	0	0	0	0
f) Any other	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A)	4488156	400	4488556	70.16	4488052	0	4488052	70.16	0
B. Public Shareholding
1 . Institutions
a) Mutual Funds	0	0	0	0	0	0	0	0	0
b) Banks /Fl	33004	7168	40172	0.63	33004	7168	40172	0.63	0
c) Central Govt	0	0	0	0	0	0	0	0	0
d) State Govt(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Insurance Companies	0	0	0	0	0	0	0	0	0
9)FHs	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
i) Others (specify)	0	0	0	0	0	0	0	0	0
Sub-total (B)(1):-	33004	7168	40172	0.63	33004	7168	40172	0.63	0
2. Non-Institutions
a) Bodies Corp.
i) Indian	82167	19804	101971	1.60	131327	11812	143139	2.23	0.63
ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	534730	714707	1249437	19.53	627876	579106	1206982	18.87	(0.66)

Category of Shareholders	No. of Shares held at the beginning of the year [As on 31-March-2017]				No. of Shares held at the end of the year [Ason31-March-2018]				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
ii) Individual shareholders
holding nominal share capital in excess of Rs 1 lakh	334500	25828	360328	5.63	331454	12297	343751	5.37	(0.26)
c) Others (specify)	0	0	0	0	0	0	0	0	0
Non Resident Indians	236	156572	156808	2.45	0	156572	156572	2.45	0
Overseas Corporate Bodies	0	0	0	0	0	0	0	0	0
Foreign Nationals	0	0	0	0	0	0	0	0	0
Clearing Members	0	0	0	0	18604	0	18604	0.29	0.29
Trusts	0	0	0	0	0	0	0	0	0
Foreign Bodies - D R	0	0	0	0	0	0	0	0	0
Sub-total (B)(2):-	951633	916911	1868544	29.21	1109261	759787	1869048	29.21	0
Total Public
Shareholding (B)=(B) (1) (B)(2)	984637	924079	1908716	29.84	1142265	766955	1909220	29.84	0
C. Shares held by Custodian for GDRs &
ADRs
Grand Total (A B C)	5472793	924479	6397272	100	5630317	766955	6397272	100	0

B) Shareholding of Promoter-

SN	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares
1	Arvind Engg Works Ltd	60840	0.95	Nil	60840	0.95	Nil	-
2	Indian Glass & Ele. Ltd	120000	1.88	Nil	120000	1.88	Nil	-
3	Security Co Ltd	1220356	19.08	Nil	1220356	19.08	Nil	-
4	Avanti Mohta	752616	11.77	Nil	752616	11.77	Nil	-
5	Bharat Mohta	758900	11.86	Nil	758900	11.86	Nil	-
6	Bharat Mohta HUF	455000	7.11	Nil	455000	7.11	Nil	-
7	Krishna Kumar Mohta	176320	2.75	Nil	176320	2.75	Nil	-
8	Krishna Kumar Mohta HUF	28000	0.44	Nil	28000	0.44	Nil	-
9	Ram Ratan Mohta	504	0	Nil	0	0	Nil	-
10	Savita Mohta	916020	14.32	Nil	916020	14.32	Nil	-
	Total	4488556	70.16	Nil	4488052	70.16	Nil	-

C) Change in Promoters'' Shareholding (please specify, if there is no change)

SN	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year 1.4.2017	4488556	70.16
	Changes during the year Transmission of Share Dt. 21.07.2017	504	0	4488052	70.16
	At the end of the year 31 .03.2018			4488052	70.16

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	S.M.Genl.Sir Kaiser Shum S Jung
	At the beginning of the year 01 .04. 2017	67128	1.05
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.2018			67128	1.05
2	Shri Bhupendra Prasad Shah
	At the beginning of the year 01 .04. 2017	60064	0.94
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			60064	0.94
3	Vinaben Jivanlal Patel
	At the beginning of the year 01 .04. 2017	41168	0.64
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.2018			41168	0.64

SN	For Each of the Top 10 Shareholders		Shareholding at the beginning of the year		Cumulative Shareholding during the year
			No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
4	Konark Towers Private Limited
	At the beginning of the year 01 .04. 2017		0	0.00
	Change during the year
	03/11/2017	Purchase	3000	0.05	3000	0.05
	10/11/2017	Purchase	21900	0.34	24900	0.39
	24/11/2017	Purchase	3000	0.05	27900	0.44
	08/12/2017	Purchase	1272	0.02	29172	0.46
	15/12/2017	Purchase	5700	0.09	34872	0.55
	22/12/2017	Purchase	300	0.00	35172	0.55
	29/12/2017	Purchase	1000	0.02	36172	0.57
	05/01/2018	Purchase	500	0.00	36672	0.57
	23/02/2018	Purchase	2228	0.04	38900	0.61
	At the end of the year 31 .03.2018				38900	0.61
5	National Insurance Co Ltd
	At the beginning of the year 01. 04.2017		33004	0.52
	Change during the year		NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.2018				33004	0.52
6	Durga Prasad Kedia
	At the beginning of the year 01. 04.201 7		32400	0.51
	Change during the year		NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8				32400	0.51
7	JMS Mining Services Private Limited
	At the beginning of the year 01. 04.201 7		0	0.00
	Change during the year
	23/03/2018	Purchase	6250	0.10	6250	0.10
	31/03/2018	Purchase	23816	0.37	30066	0.47
	At the end of the year 31 .03.201 8				30066	0.47

SN			Shareholding at the beginning of the year		Cumulative Shareholding during the year
	For Each of the Top 10 Shareholders		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
8	Mahendra Girdharilal
	At the beginning of the year 01. 04.201 7		29848	0.47
	Change during the year
	16/03/2018	Sale	(967)	0.02	28881	0.45
	At the end of the year	31.03.2018			28881	0.45
9	Jai Kishan Mohta
	At the beginning of the year 01. 04.201 7		31724	0.50
	Change during the year
	09/03/2018	Sale	(5803)	0.09	25921	0.41
	16/03/2018	Sale	(521)	0.01	25400	0.40
	23/03/2018	Sale	(200)	0.00	25200	0.40
	31/03/2018	Sale	(607)	0.01	24593	0.39
	At the end of the year	31.03.2018			24593	0.39
10	Arun Kumar Gupta
	At the beginning of the year 01 .04.201 7		2000	0.03
	Change during the year
	22/09/2017	Purchase	30000	0.47	32000	0.50
	01/12/2017	Sale	(2000)	0.03	30000	0.47
	23/02/2018	Sale	(6100)	0.10	23900	0.37
	At the end of the year	31.03.2018			23900	0.37

E) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	(Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.))	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Mr. Bharat Kumar Mohta
	At the beginning of the year 01 .04. 201 7	758900	11.89
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			758900	11.89
2	Krishna Kumar Mohta
	At the beginning of the year 01 .04. 201 7	1 76320	2.77
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			176320	2.77
3	Raj Kumar Agarwal
	At the beginning of the year 01 .04. 201 7	228	0.00
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			228	0.00
4	Rajendra Prasad Chetani
	At the beginning of the year 01 .04. 201 7	456	0.01
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			456	0.01
5	Mr. Sanjay Kumar Maheswary
	At the beginning of the year 01 .04.201 7	400	0.01
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			400	0.01
6	Mr.Vinod Mimani
	At the beginning of the year 01. 04.201 7	1200	0.02
	Change during the year (Sale)	(1200)	0.02	0	0.00
	At the end of the year 31 .03.201 8			0	0.00
7	MrVinod Kumar Maheshwry
	At the beginning of the year 01. 04.201 7	200	0.00
	Change during the year	NO CHANGES DURING THE YEAR
	At the end of the year 31 .03.201 8			200	0.00

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rs in lacs)
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	2910.89	1220.50	0	4131.39
ii) Interest due but not paid	2.02	0	0	2.02
iii) Interest accrued but not due	0	27.73	0	27.73
Total (i ii iii)	2912.91	1248.23		4161.14
Change in Indebtedness during the financial year
* Addition	646.00	0	0	646.00
* Reduction	0	716.73	0	716.73
Net Change				(70.73)
Indebtedness at the end of the financial year
i) Principal Amount	3546.68	531.50	0	4078.18
ii) Interest due but not paid	12.23	0	0	12.23
iii) Interest accrued but not due	0	0	0	0
Total (i ii iii)	3558.91	531.50	0	4090.41

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs in lacs)
		Name of MD/WTD/ Manager			Total Amount
SN.	Particulars of Remuneration	Mr. K. K. Mohta	Mr. Bharat Mohta	Mr. K. K. Damani
1	Gross salary	120.00	96.00	72.63	288.63
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	36.18	48.00	0.06	84.24
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0	0
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961				0
2	Stock Option	0	0	0	0
3	Sweat Equity				0
4	Commission
	- as % of profit	0	0	0	0
	- others, specify...
5	Others, please specify	0	0	0	0
	Total (A)	156.18	144.00	72.69	372.87

B. Remuneration to other directors
		Name of Directors					Total Amount
SN.	Particulars of Remuneration	Mr. RP Chetani	Mr. SK Maheswary	Mr.VM Maheshway	Mr.V Mimani	Mrs.D Poddar
1	Independent Directors
	Fee for attending board / committee meetings	0	0.60*	0.60*	0.42*	0.05	1.68*
	Commission	0	0	0	0	0	0
	Others, please specify	0	0	0	0	0	0
	Total (1)	0	0.60*	0.60*	0.42*	0.05	1.68*
2	Other Non-Executive Directors
	Fee for attending board / committee meetings	0.60*	0	0	0	0	0.60*
	Commission	0	0	0	0	0	0
	Others, please specify	0	0	0	0	0	0
	Total (2)	0.60*	0	0	0	0	0.60*
	Total (B)=(1 2)	0.60*	0.60*	0.60*	0.42*	0.05	2.29
Total Managerial Remuneration

* Rounded off for Rs. 500.00

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs in lacs)
SN	Particulars of Remuneration	Key Managerial Personnel
		CFO	cs	Total
1	Gross salary	Mr. RK Agarwal	Mr. Anup Gupta
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	17.13	3.62	20.75
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	2.72	0.32	3.04
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	0	0	0
2	Stock Option	0	0	0
3	Sweat Equity	0	0	0
4	Commission	0	0	0
	- as % of profit
	- others specify	0	0	0
5	Others, please specify	0	0	0
	Total	19.85	3.94	23.79

VII. PENALTIES / PUNISHMENT/ COMPOUNDING		OF OFFENC	JES:
Type	Section of the Companies Act	Brief Description	Details of Penalty /Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal mad if any (give Details)
Penalty	NIL
Punishment
Compounding
OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

	For and on behalf of the Board
	Bharat Mohta	K K Damani
Kolkata	WTD & CEO	Executive Director
30 May 201 8	DIN - 00392090	DIN -01 385252

ANNEXURE-7 FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transaction not at Arm''s length basis.

SI. No.	Particulars	Details
a	Name(s) of the related party & Nature of relationship	NIL
b	Nature of Contracts/arrangements/transaction	NIL
c	Duration of the Contract/arrangement/transaction	NIL
d	Salient terms of the contracts or arrangement or transaction including the value, if any	NIL
e	Justification for entering into such contracts or arrangements or transactions''	NIL
f	Date of approval by the Board	NIL
g	Amount paid as advance, if any	NIL
h	Date on which the special resolution was passed in General Meeting as required under first proviso to section 188	NIL

2. Details of contracts or arrangements or transactions at Arm''s length basis.

SI. No.	Particulars	Details
a	Name(s) of the related party & Nature of relationship	Mrs. Savita Mohta Spouse of Mr. K. K. Mohta- Chairman & MD
b	Nature of contracts/arrangements/transaction	Rent Agreement
c	Duration of the contracts/arrangements/transaction	11 Months -Agreement Terminated
d	Salient terms of the contracts/arrangements/transaction	Rent Payable Monthly
e	Date of approval by the Board	12th November, 2016
f	Amount paid as advance, if any	NIL

For and on bel The Indian		lalf of Board of D Wood Products (	ijrectors of Io. Ltd.
	K.K. Damani Executive Director	Bharat Mohta WTD & CEO	R.P.Chetani Director
	DIN:01 385252	DIN: 00392090	DIN: 0039221 5
Kolkata	R.K. Agarwal	Anup	Gupta
May 30, 2018	Chief Financial Offi	cer Company Secretary

Annexure -8

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO ETC.

Information on conservation of Energy Technology absorption, Foreign Exchange and outgo as required to be disclosed U/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014

A. CONSERVATION OF ENERGY

(i)	The Step taken or impact on energy conservation	Energy Conservation continues to receive priority attention at all level. The Company ensures use of energy efficient equipments and appliance in operations to conserve energy
(ii)	The Step taken by the Company for utilizing alternate source of Energy	The Company had been utilizing spent wooden chips and spent Cashew Husk along with waste chips of popular/Eucalyptus in place of Coal.
(iii)	The Capital Investment on Energy Conservation Equipments	The Company is in the process of installing improved Refrigeration system in our manufacturing process. This will result in saving of energy.
B. TECHNOLOGY ABSORPTION
(i)	The efforts made towards technology absorption	Updation of technology is a continuous process. Company is continuously adopting and implementing new and upgraded technology in operations
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	The use of improved technology resulted in improvement in quality of Katha.
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	No imported technology is available.
(iv)	Expenditure incurred on Research & Development		201 7-1 8 (Rs)	201 6-1 7 (Rs)
		Capital Expenditure	NIL	40,847/-
		Recurring Expenditure	25,87,4827-	5,39,229/-

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The export market is not consistent and favorable for Katha. Moreover, as per the past trend the ratio of Export Sales to domestic Sales of the company is neither significant nor material. The Company has exported Katha of Rs. 52.47 Lacs during the year. However, Company is regularly importing Raw Materials for its consumption resulting in earnings / outgo as under:

	2017-18 (Rs)	2016-17 (Rs)
1. Earnings	52,47,164/-	NIL
2. Outgo	75,62,53,724/-	68,32,82,7317-
	Forand on ben;	ilf of the Board
	Bharat Mohta	K K Damani
Kolkata	WTD & CEO	Executive Director
30 May 2018	DIN - 00392090	DIN -01 385252

---

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting their 97th Annual Report together with the Audited Accounts for the year ended 31 March, 2017.

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of financial performance for the Company for the financial year 2016-17 are as under:

(Rs. in lacs)

Particulars	Standalone		Consolidated
	FY2017	FY2016	FY2017	FY2016
Revenue from Operations	17971.70	11929.94	19088.69	11929.94
Profit Before Tax (PBT)	1771.73	490.11	1777.52	486.76
Tax expenses	665.75	118.94	665.75	118.94
Profit After Tax (PAT)	1105.98	371.17	1111.77	367.82
Earnings Per Shares	17.28	5.80	17.37	5.75
Paid-up Capital	640.03	160.03	640.03	160.03
Reserves and Surplus	2846.31	2220.13	2868.88	2219.66

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Re.0.60 per equity shares, i.e. 6% of the paid up Share Capital of the Company, for FY2017, aggregating to Rs. 38.38 lacs (20 lacs) subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved at the 97th Annual General Meeting (AGM), will be paid to those shareholders whose names appear on the register of members of the Company as on 11 September 2017. The AGM is scheduled to be held on 18 September 2017.

The dividend would be tax-free in the hands of the shareholders up to Rs.10 lakhs.

3. RESERVES

During FY2017, the Company has not transferred any sum to the General Reserve.

4. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The Board of Directors of the Company are pleased to share the operational and financial results/performance of your Company for FY2017. The Company has registered a robust growth in turnover by 50% and in profitability by 197%. We have excelled in our operational and financial performance on account of higher production and operational efficiency.

There is a continuous demand of quality Katha, and to meet to such increased demand, apart from procuring Katha from Daman Unit, your Company has also set up a Unit in Baroda during the year under review.

We intend to achieve sustainable and profitable growth through our consistent efforts in the next fiscal year.

The operational performance and results are provided in Management Discussion and Analysis Report as a separate chapter in this Annual Report.

Our Company is committed to a clean environment and thus always thrives to ensure the best measures are implanted to ensure environmental safety. The best of environment, safety and pollution control measures are implemented across all our operational units and that the measures adopted are adequate. The management continuously reviews the measures adopted and their efficiency to ensure environmental safety.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

For further details on Indirect Tax cases, plese refer Note No. 29 to the notes to the Accounts.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

No Material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates till the date of this report.

7. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCITION

During FY2017, the Authorised Share capital of the Company has been increased from Rs.5.00 Crores (Rupees Five Crores) divided into 50,00,000 Equity shares of Rs.10/-each to Rs.10.00 Crores (Rupees Ten Crores) divided into 1,00,00,000 Equity Shares of Rs.10/-each pursuant to the shareholders approval at their AGM held on 28 September 2016. Further, the Authorised Share Capital of the Company has been increased from Rs.10.00 Crores (Rupees 10.00 Crores) divided into 1,00,00,000 Equity Shares of Rs.10/- each to Rs.15.00 Crores (Rupees Fifteen Crores) divided into 1,00,00,000 Equity Shares of Rs. 10/-each and 5,00,000 Preference Shares of Rs. 100/- each.

Accordingly, the Memorandum of Association of the Company was altered to give effect to the aforesaid changes.

8. SHARE CAPITAL

During FY2017, the Company has issued and allotted 47,97,954 fully paid-up equity shares of face value of Rs.10/-each as Bonus Shares on 21 October 2016, in the Ratio of 3 Equity shares for every 1 Equity share held as on Record Date. The said Bonus Shares has been listed and admitted for dealing on the Calcutta Stock Exchange Limited w.e.f. 2 January 2017.

The Paid-up Share Capital of the Company as on 31 March 2017 comprises of 63,97,272 Equity shares of Rs.10/-each

9. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no holding, subsidiary & associates company as on 31 March 2017.

The Company has one overseas joint venture Agro Spice and Trading Pte Limited, Singapore, as on 31 March 2017, which is engaged in trading of spices.

During FY2017, investment in joint venture PT Sumatra International, Indonesia, was liquidated.

A statement containing the salient features of the financial statement of joint venture company in the prescribed format AOC-1 is annexed herewith as “Annexure - 1”.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the Company. These documents will also be available for inspection till the date of the AGM during the business hours at the Kolkata Office of the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Report are also reviewed and discussed with the senior management team. Representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprises of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the banking transactions are under joint authority and no individual authorization is given;

c) Maker - checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. R. K.D.S and Associates, Chartered Accountants, has been appointed to carry out Internal Audit of the Company for the financial year 2017-18.

11. LISTING OF SHARES

Presently, the equity shares of the Company are listed on The Calcutta Stock Exchange Limited (CSE). However, there is no trading platform for the shareholders of the Company at the CSE and that there has been no trading in the shares of the Company at CSE for past many years.

Accordingly, to provide liquidity and active trading platform to the shareholders of the Company, the Board of the Company has initially approved and started the process for listing of the shares of the Company on the Metropolitan Stock Exchange of India Limited (MSEI), but subsequently noticed that the said stock exchange having meager activities and will not provide a suitable trading platform to the shareholders. Accordingly, the Board of Directors has decided to list the shares of the Company on BSE Limited (BSE) under BSE’s Direct Listing norms as applicable for listing of equity shares of companies exclusively listed with stock exchanges having average turnover < Rs. 500 crores in Equity Segment in previous Financial Year. The Company, being in compliance with the BSE listing criteria, had made an application with BSE and the Company’s application is in process.

12. FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

However, Deposits accepted in earlier years under Section 58A of the Companies Act, 1956, were repaid on maturity. There is no outstanding deposit as on 31 March 2017.

13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Up to 31 March 2016, being the paid-up capital and net worth of the Company less than the prescribed limit, the compliance of various provisions as specified in chapter IV of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), were not applicable to the Company.

During FY2017, on account of the robust financial performance of the Company, the Net Worth of the Company has exceeded the prescribed limit for exemption from compliance with Corporate Governance norms of Rs.25.00 Crores. Accordingly, the provisions relating to corporate governance as specified in Listing Regulations are applicable to the Company based on the financial for the year ended 31 March 2017. As per the Regulation 15(2) of the Listing Regulations, the Company has to comply with the corporate governance norms within 6 months from end of the financial year when it become applicable.

The Company is already in compliance with the requirements of corporate governance as specified in Listing Regulations.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate sections in this Annual Report, together with the Certificate from practicing Company Secretary regarding compliance with the requirements of Corporate Governance as required under Listing Regulations.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm and state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the Profit of the Company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. CORPORATE SOCIAL RESPONSIBILITY

Up to 31 March 2016, the compliance with the provisions of Section 135 of the Companies Act, 2013 and the rules framed there under, relating to Corporate Social Responsibility (CSR) was not applicable to the Company. On account of the robust financial performance of the Company, our Company has registered a net profit of Rs. 503.45 Lacs for the quarter ended 30 September 2016. Accordingly, the provisions relating to CSR become applicable to the Company. Consequently, a CSR Committee of the Board was constituted and the Policy was framed as per the provisions of Companies Act, 2013 and Rules framed there under in the line of Schedule VII to the said Act.

Company’s CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, sanitation including contribution to Swachh Bharat Kosh set up by the Central Government, ensuring animal welfare, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2017, in compliance with Section135 of the Act, an amount of Rs.6.77 lacs had to be spent by the Company for CSR activities. However, inspite of best efforts the Company could spend only Rs.4.00 lacs as no project / programs could be taken up due to procedural issues. The balance amount of Rs.2.77 lacs has been carried forward to the next year.

The Report on CSR activities is annexed herewith as Annexure - 2 and forms a part of this Annual Report.

16. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and under the Articles of Association of the Company, Mr. Bharat Mohta (DIN 00392090), WTD & CEO of the Company, retire by rotation and being eligible offer himself re-appointment.

Mrs. Sunita Sarda, Director of the Company, has resigned from the Board w.e.f. 18 February 2017. The Board noted its appreciation for the valuable services and guidance’s rendered by her during her tenure as a Director of the Company.

Ms. Drisha Poddar, was appointed as an Additional Director (Independent) on the Board w.e.f. 18 February 2017 and her appointment as an Independent Director has been approved by the Shareholders on 13 April 2017.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

17. KEY MANAGERIAL PERSONNEL

Mr. K K Mohta (DIN 00702306), Whole time Director, has been re-appointed for a further period of 1 (one) year w.e.f. 1 April 2017 and has been re-designated as Chairman & Managing Director of the Company. His reappointment and re-designation has been approved by the Shareholders on 13 April 2017.

Mr. KK Damani (DIN 01385252), Whole time Director, has been re-appointed for a further period of 1 (one) year w.e.f. 15 April 2017 and designated as Executive Director of the Company. His reappointment has been approved by the Shareholders on 13 April 2017.

The remuneration of Mr. Bharat Mohta (DIN 00392090) has been revised for the remaining period of 1 (one) year w.e.f. 1 April 2017. He is also re-designated as CEO of the Company. His revised remuneration and redesignation has been approved by the Shareholders on 13 April 2017.

Mr. Anup Gupta, Company Secretary and Mr. R K Agarwal, Chief Financial Officer continued to function as Key Managerial Personnel’s during the year under review.

18. DECLARATIONS OF INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, the Independent Directors have confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations).

The details of programs or familiarization training of Independent Directors with the Company, their roles, right & responsibility, nature of the Industry in which Company operates and related matters are available on the Company’s website www.iwpkatha.com

19. BOARD EVULUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board’s Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

20. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 9(nine) times. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

Meeting of the Independent Directors

During the year one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel. At such meeting, the Independent Directors have discussed, among other matters, the performance of the Company, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

21. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors Category

Mr. Sanjay Kumar Maheswary Independent Director

Mr. Vinod Kumar Maheshwary Independent Director

Mr. Rajendra Prasad Chetani Non-Executive Non-Independent Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The details of the Audit Committee meetings are provided in the Report on Corporate Governance, a part of this Annual Report.

22. VIGIL MECHANISM

The Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company’s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or its Chairman.

23. AUDITORS AND AUDITORS’ REPORT

M/s. S K Agrawal & Co, Chartered accountants, the statutory Auditors of the Company, is entitled to hold office up to the conclusion of the ensuing Annual General Meeting. As per provisions of the Companies Act, 2013 they have completed their transition period, hence, they are not eligible for re-appointment.

Accordingly, M/s. Agrawal Sanjay & Company, Chartered Accountants, 56, Bentinck Street, Kolkata - 700 069 (Firm Registration No. 329088E), has given their consent to act as Statutory Auditors of the Company and have confirmed that they are eligible for appointment and their appointment, if made, would be within the prescribed limit under the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend appointment of M/s. Agrawal Sanjay & Company, Chartered Accountants, as Statutory Auditors of the Company for a period of 5 years commencing from financial year 2017-2018, subject to ratification at every Annual General Meeting.

The notes to the accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

24. SECRETARIAL AUDIT

As per the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Secretarial Audit Report submitted by Mr. Ashok Kumar Daga, Company Secretary in practice, for the year ended 31 March 2017 is annexed herewith marked as Annexure - 3 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, hence does not require any further comments /clarifications in this regard.

Mr. Md. Shahnawaz, Practicing Company Secretary (Membership No. 21427 CP No. 15076), has been appointed to carry out the Secretarial Audit of the Company for the financial year 2017-18.

25. NOMINATIONS AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

26. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNELS (KMP)/EMPLOYEES

The particulars of Managerial remuneration as stated in section 134(3)(q) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as ‘Annexure- 4’ and forms part of this Board’s report.

27. RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

28. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in prescribed Form No. MGT - 9 as required under section 92(3) of the Companies Act, 2013 is included in this report and annexed herewith as ‘Annexure -5’ andforms a part of the Board’s Report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Investments are disclosed in the Note No.12 to the financial statements which are within prescribed statutory limits.

30. RELATED PARTY TRANSACTIONS

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contractual arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as ‘Annexure - 6’ and the same forms part of this report.

The details of related party disclosures form part of the notes to the financial statements provided in this Annual Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website www.iwpkatha.com

31. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2016-17, no complain had been received.

32. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure - 7 to this Report.

33. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief “Great People Create Great Organization” has been at the core of the Company’s approach to its people.

34. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Govt(s), Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

For and on behalf of the Board Kolkata

K K Damani Bharat Mohta

30 May 2017 Executive Director Chief Executive Officer

---

Mar 31, 2016

Dear Shareholders

The Directors have pleasure in presenting their 96th Annual Report together with the Audited Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS		(Rs. in lacs)
Particulars	2015 - 16	2014 - 15
Revenue from Operations	11929.94	10147.27
Operating Expenses	11114.53	9423.09
Earning before Finance Cost, Tax & Depreciation	815.41	724.18
Other Income	35.00	23.84
Finance Cost	210.94	202.20
Depreciation	149.36	151.86
Profit before tax (PBT)	490.11	393.96
Tax Expenses	118.94	131.38
Surplus / Profit for the year	371.17	262.58
Balance brought forward from previous year	754.53	533.50
Less : Depreciation in respect of Assets
whose useful life is over.	-	21.49
Available surplus	1125.70	774.59
APPROPRIATIONS
Proposed Dividend	19.99	17.10
Tax on Proposed Dividend	4.07	2.96
Transfer to General Reserve	4.00	-
Balance Carried to Balance Sheet	1097.64	754.53
	1125.70	774.59

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.25 per equity shares i.e. 12.5% on the enhanced paid up Share Capital of the Company for the financial year ended 31^st March, 2016. Subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 28^th September 2016. The total outgo on account of Dividend inclusive of taxes for 20152016 is Rs.20.06 lacs. The Current Year operations are encouraging.

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

During the year under review, your Company achieved a higher turnover Rs.12,505.95 lacs as against Rs.10,641.20 lacs during the previous financial year, which represents a growth 17.52%. Profit after tax has also increased from 262.58 lacs in the previous year to Rs.371.17 lacs during the year, which has also grown by 41.6%.

Continuous efforts on modernization and higher operational efficiency have started giving good results. Overall with increased demand and better working, your directors are hopeful for further improved performance in the coming year.

We are also glad to inform you that to meet the increased demand, the Company has entered into an agreement with M/s.Nanhemal Agro (India) Ltd, Daman to supervise the process and purchase of their entire production of Katha & Cutch. This will certainly further improve the profitability of the Company.

The environment, safety and pollution control measures are adequately taken.

PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure - I to this Report.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Paid up Capital and Net worth being less than the prescribed limit, hence Compliance of various provisions as specified in chapter IV of SEBI (Listing obligations and Disclosure Requirements) 2015 are not applicable to the Company.

LISTING OF SHARES

The Shares of the Company are listed at The Calcutta Stock Exchange Ltd, and the Company is regularly paying the listing fees. Since there is no Trading activity at the Calcutta Stock exchange, the Company is in the process of listing its shares at the Metropolitan Stock Exchange of India (MSEI) to provide Trading platform for the benefit of the Shareholders The Company is Compliant with Code of Practices & Fair Disclosure of Unpublished Price & Code of Conduct as per regulation 8 & 9 respectively of the SEBI (Prohibition of Insider Trading Regulations, 2015) and during the year under review there has been due compliance with the said code.

FIXED DEPOSITS

The Company is not accepting any new Deposits under the Companies Act, 2013. However Deposits accepted U/s.58A of the Companies Act, 1956 are being repaid on maturity as per the provision of the Act and as on 31^st March,2016 a sum of Rs.2,04,000/- remains unpaid and are to be paid on subsequent period on maturity.

SECRETARIAL AUDIT REPORT

In compliance to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Secretarial Audit Report submitted by Company Secretary in practice for the year ended 31^st March,2016 is annexed herewith marked as Annexure - II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, hence does not required any further comments /clarification in this regard.

DIRECTORS RESPONSIBILITY STATEMENT

The Company has established and maintains Internal Financial Control Systems over the years. Formal & Independent evaluation of Internal Control by the Internal Auditors, Statutory Auditory & Secretarial Auditor, has resulted in an adequate framework for internal control commensurate with the size and business of the Company. In terms of Section 134(5) of the Companies Act, 2013 your Directors are hereby confirm and state that -

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the Profit of the Company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 6(six) time during the financial year from 1^st April,2015 to 31^st March,2016. The date of the meeting are 28th May,2015, 12^th August,2015, 7^th September,2015, 28^th September, 2015, 9th November,2015, & 3^rd February,2016 and the intervening gap between the meetings are within the period prescribed under the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Presently the Net worth, turnover and the net profit of the Company being less then the prescribed limits, hence corporate social responsibility (CSR) is not applicable to the Company under section 135 of the Companies Act, 2013.

HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no Holding, Subsidiary & Associates Company as on 31^st March, 2016. As reported earlier, during the year, the Company established an overseas joint venture, namely PT SUMATRA INTERNATIONAL, Indonesia. The said Company could not start its business activities due to pending regulatory approvals.

The Company has also signed a MOU to establish a 2^nd Joint Venture namely Agro Spice & Trading Pte Ltd, Singapore and the agreed remittance will be made from the Financial year 2016-2017 and onwards.

Accordingly as required the consolidated Financial statement of the Company and its Joint Venture at Indonesia, prepared in accordance with relevant accounting standards specified in the Companies Act, 2013 read with the rules made there under, forms part of the Annual Report, and as required under the Companies Act, 2013 AOC-1 is attached to the financial statement of the Company.

COMMITTEE OF THE BOARD

At present the Board has constituted the following committees. The composition of committees and compliances are as per the applicable provisions of the Act and Rules

a) Audit Committee - A well-qualified Audit Committee as constituted to supervise all financial transactions and to report on actual or suspected fraud etc is working its at place. The Committee Comprises Independent Directors namely Mr.Sanjay Kumar Maheswary, Mr.Vinod Kumar Maheshwary and Mr.Rajendra Prasad Chetani, as other member. During the year 4 (four) meetings of the Committee were held. The Board accepted all the recommendations made by the Audit Committee during the Financial Year under review.

b) Nomination and Remuneration Committee — The Nomination and Remuneration Committee of the Company has been established as provided under Sec. 178 (3) of the Companies Act, to formulate Policy of the Company on Directors appointment and remuneration and for determining qualification and independence. The Committee Comprises Mr.R P Chetani, Mr.V K Maheshwary & Mr.S K Maheswary, Non executive Directors of the Company. We also confirm that the Remuneration paid to the Directors is as per the terms laid down and adopted in the policy of the Company, and the Policy as formulated has been uploaded on the website of the Company at www.iwpkatha.com

c) Stakeholders Relationship Committee - To consider the grievances of Security holders of the company, the committee was formed consisting of Mr.Bharat Mohta, Mr.R P Chetani, Mr.V K Maheshwary and Mr.S K Maheswary, the executive and nonexecutive Directors of the Company who are the members of the Committee. We further affirm that there were no grievances reported during the year.

d) Risk Management Committee

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risk factors faced by the Company. A Risk Management Committee as formed by the Company is at its place identifying risks factors affecting the business and finding suitable procedure / steps to determine a response strategy, which are periodically reviewed by the Board.

In the opinion of the Board none of the risk faced by the company are very serious which will affect its existence. However following are few risks, which can be considered to have a potential bearing on the performance of the Company.

- Increasing stringent Regulations being imposed on Sale of Tobacco based products might affect our sales marginally.

- The Company operates under the constraints of uncertainties due to political development at Central / State level coupled with frequent changes in indirect tax structure are the other unforeseen risks involved which might effect the working of the company to some extent.

However the said RMC and the Company is consensus & concerned to reduce the risks and to mitigate the same as far as possible.

REMUNERATION TO DIRECTORS

The Company has a defined remuneration policy, which provides market competitive compensation / reward, which derives performance culture and Salary increases, are based on performance rating, business affordability and market competitiveness. Accordingly remuneration paid to executive and non-executive Directors is being reviewed at regular intervals.

MEETING OF THE INDEPENDENT DIRECTORS

During the year one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel. The purpose of the meeting was to evaluate the performance of the Whole time Directors as well as performance of the Board as a whole. The meeting also assessed the quality of flow of information at different levels.

DIRECTORATE / KEY MANAGERIAL PERSONNEL

Mr. K K Mohta, Whole time Director designated Chairman of the Company has been re-appointed for a further period of 1 (one) year w.e.f. 1^st April,2016 subject to the approval of the members in their ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and under the Articles of Association of the Company Mr R P Chetani, Director of the Company retire by rotation and being eligible offer himself re-appointment.

Mr. Anup Gupta, a qualified Company Secretary and Mr. R K Agarwal, Chief Financial Officer continued to function as Key Managerial Personnel’s during the year under review.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Sec 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they met the criteria of Independence as prescribed under sub Sec 6 of Section 149 of the Companies Act, 2013.

AUDITORS REPORT

Auditors’ Report to the members of the Company does not contain any qualification or adverse remark, hence does not require any further comments in this regard.

AUDITORS

M/s. S K Agrawal & Co, Chartered accountants, the statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their reappointment if made would be within the prescribed limit under the Companies Act, 2013 and they are eligible for re-appointment.

The Audit Committee and the Board of Directors recommend M/s.S K Agrawal & Co, Chartered accountant as statutory auditors of the Company for the Financial year 2016-2017 for necessary approval of the Shareholder M/s. R. K.D.S and Associates, Chartered Accountants, has been appointed to carry out Internal Audit of the Company for the financial year 2016-2017

Mr A K Daga practicing Company Secretary has been appointed to carry out the Secretarial Audit of the Company for the financial year 2016-2017

COST AUDITORS

According to the provisions of the Companies (Cost Records & Audit) amendment Rules 2014 Cost Audit of the Product of the Company is not required. Hence appointment of cost Auditors is also not applicable.

BOARD EVALUATION

As required by the Companies Act 2013 a formal Annual evaluation needs to be made by the Board of its own performance as well as its committees and individual Directors. Accordingly an annual evaluation of the Board and its committees and individual Directors were undertaken during the year

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure -III

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan, or Guarantee under the provisions of Sec 186 of the Companies Act, 2013. However Investments made during the year under the said provisions is within the sanctioned limit as accorded by the members in Annual General Meeting held in the previous year and are fully described in the notes to the financial statement.

RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transactions U/s.188 of the Companies Act 2013 during the year, which are to be, reported Under Sec.134 (3)(h) of the Companies Act, 2013, hence form No. AOC - 2 is not attached to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT

In accordance with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, the Company has formulated an Internal Policy on Sexual Harassment which is uploaded on the Companies website www.iwpkatha.com However during the year under review there was no Women employee in the Company.

POLICY ON PRESERVATION OF DOCUMENTS

The policy as framed and approved by the Board is uploaded on the Companies Website www.iwpkatha.com

VIGIL MECHANISM

The Company has established a Vigil Mechanism / whistle blower policy which overseas through the Audit Committee and addresses genuine concerns expressed by the employees and other Directors. The Company has also made provisions for adequate safeguard against victimization of its employees and Directors who express their concern concerns by giving them direct assess to the chairman of the Audit Committee under certain circumstances. The vigil Mechanism Policy has been uploaded on the website of the Company.

SIGNIFICANT AND MATERIALS ORDERS

No significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNELS (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and Directors is furnished hereunder.

Sl. No.	Name	Designation	Remuneration paid FY 2015-16	Remuneration paid FY 2014-15	Increase in remuneration from previous year	Ratio/Times per Median of employee remuneration
1	Mr. K K Mohta	Chairman	70.52	20.83	49.69	16.25
2	Mr. K K Damani	Executive Director	15.18	14.31	0.87	3.5
3	Mr.Bharat Mohta	Whole Time Director	59.61	17.65	41.96	13.74
4	Mr. R K Agarwal	C F O	15.72	2.98	12.741	3.62
5	Mr. Anup Gupta	Company Secretary	2.50	0.03	2.47*	-

* Increase in not comparable as the salary in 2014 - 15 of CFO & Company Secretary was only for 3 months & 3 days respectively.

a) The number of permanent employees on the rolls of the company as of March 31^st 2016 was 274

b) The median Remuneration of Employees (MRE) excluding Whole Time Directors (WTDs) was Rs.4,34,028/- in fiscal 2016 which represent an average increase of 23.3% in the median remuneration of the comparable employees. This was largely in line with the market and performance of the company.

c) The revenue growth during Fiscal 2016 over fiscal 2015 was 17% and net profit growth was 41%

d) The increase in the total remuneration of KMPs was based on the overall performance of the company and the individual performance of the concerned employee during the previous financial year.

e) The ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year - Nil

f) Affirmation that the remuneration is as per the remuneration policy of the Company. - Yes

Particulars of the employees as required to be reported pursuant to section 197 read with Rules 5(2) of the Companies (Appointment & Remuneration) Rule 2014 is not applicable to the Company

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the co-operation and assistance extended by the Govt(s), Financial Institutions, Bankers, & Customers.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to meet the challenging market and for the growth of the Company

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

On behalf of the Board

Place : Kolkata K. K. MOHTA

Dated : the 14th May, 2016 Chairman